INSIDE FRONT COVER: Marines from the 2d Platoon, India Company, 3d

Battalion, 1st Marines, 1st Marine Division, climb through rubble during

Operation al-Fajr. Photo by LCpl Ryan L. Jones

FRONT COVER: A gun crew from Battery M, 4th Battalion, 14th Marines,

fires an M-198 155mm howitzer during Operation al-Fajr in 2004. Photo by

LCpl Samantha L. Jones

Library of Congress Cataloging-in-Publication Data

McWilliams, Timothy S.

U.S. Marines in battle: Fallujah, November-December 2004 / by

Chief Warrant Officer-4 Timothy S. McWilliams, with Nicholas

J. Schlosser.

pages cm

1. Fallujah, Battle of, Fallujah, Iraq, 2004. 2. United States. Marine Corps--History--Iraq War, 2003-2011. I. Schlosser, Nicholas

J. II. Title. III. Title: Fallujah, November/December 2004.

DS79.764.F35M39 2014

956.7044'345--dc23

2013050905
The Battle for Fallujah

by Chief Warrant Officer 4 Timothy S. McWilliams, with Nicholas J. Schlosser

1

Introduction:

e First Battle for Fallujah

I

n the spring of 2003 a United States-led Coalition invaded Iraq and deposed Saddam Hussein’s Baath

regime. Over the course of the next eight years the

United States faced a persistent, multifaceted insurgency

dedicated to expelling American forces from Iraq and destroying the new American-sponsored government created to replace Saddam’s regime. In the course of its

struggle to stabilize and defend the nascent Iraqi government, the U.S.-led Coalition fought two battles in 2004 to

secure the city of Fallujah. e first battle was fought in

April. Launched in retaliation for the murder of American contractors by insurgents, the assault sparked a public outcry that led an anxious and still embryonic Iraqi

civilian government to order an end to the battle just days

aer it had begun. e suspension of operations le the

city in insurgent hands. Several months later, the United

States launched a second battle to clear the city. is second battle, known variously as the Second Battle of Fallujah, Operation Phantom Fury, and Operation al-Fajr,

began in November 2004 and ended with the city cleared

and under Coalition control by the end of December of

that year. is is a study of that second battle.

e anti-U.S. insurgency that erupted in the summer

of 2003 was waged by a variety of groups, ranging from

former regime loyalists to foreign Islamist organizations

such as al-Qaeda. While these groups had different membership make ups, diverse motivations, and were shaped

by a range of ideologies, they were all dedicated to ousting the United States and Coalition from Iraq and destroying the U.S.-supported Iraqi government. Fallujah

was a center of insurgent activity. As with the western alAnbar Province as a whole, the city was dominated by

tribal society and was oen too volatile for even the Baath

regime to effectively govern. e United States did not

find administering the city any easier. On 28 and 30 April

2003, for instance, U.S. soldiers in the city from the 82d

Airborne Division, besieged by a mob, killed 13 and

wounded 91 civilians. e action inflamed anti-American attitudes and set the tone for operations in the city

over the course of the following year. U.S. and Coalition

forces struggled to bring security and stability to the city,

but by March of 2004 it remained a volatile and dangerous place outside effective U.S. and Iraqi control.

1

at same month, the U.S. Army 82d Airborne Division transferred occupation duties in al-Anbar Province

to the I Marine Expeditionary Force (I MEF). e Marine air-ground task force, which included the 1st Marine

Division, 3d Marine Aircra Wing, and 1st Force Service

Support Group, had participated in Operation Iraqi Freedom the previous year. Shortly aer it had returned to the

United States in the fall of 2003, it was readied for a second deployment to Iraq.

To prepare for its deployment to al-Anbar, I MEF’s

ground combat element commander, Major General

James N. Mattis, set about indoctrinating the 1st Marine

Division in the practices and principles of counterinsurgency. e Marines would approach the security problem

in Iraq differently than the Army had. ey would patrol

through the city streets, develop combined units integrating Marines and Iraqi soldiers, and try and cast a different image to the Iraqis than the so-called heavyhanded Army had done. is approach, Mattis and his

superior, Lieutenant General James T. Conway, believed,

would strengthen relations between the Americans and

Iraqis and separate the insurgent forces from the general

population. e Marines would focus on defeating the insurgency, not insurgents.

2 By the end of March 2004, I

MEF had assumed full responsibility for security in alAnbar from the 82d Airborne Division.

e 1st Marine Division deployed its two regiments

along the Euphrates River. Regimental Combat Team 7

was given responsibility forthe province’s west while Regimental Combat Team 1 took control of the province’s

eastern areas. Among the urban areas under Regimental

Combat Team 1’s jurisdiction was Fallujah.

On 31 March 2004, four contractors from the Blackwater security firm entered the city of Fallujah in two sport

utility vehicles. ey did not inform the local Marine

headquarters that they would be doing so (despite injunctions on unauthorized travel in the city) and thus the

Marines were unable to protect the contractors when their

vehicles were ambushed and destroyed. e contractors

were all killed by an angry mob, and their bodies hung

along the King Faisal Bridge which spanned the Euphrates

in Fallujah’s western section. Footage of the burnt, mutilated bodies of Americans hanging behind irate crowds

were broadcast by the cable news station al-Jazeera and

subsequently beamed by news outlets across the world.

3
Among the many shocked by the images were the

members of the George W. Bush administration, who immediately put pressure on the Coalition headquarters in

Iraq—Combined Joint Task Force 7 led by Lieutenant

General Ricardo S. Sanchez, USA—to launch a retaliatory mission against the insurgents in the city. On 3 April

2004, Sanchez ordered I Marine Expeditionary Force to

conduct an offensive operation—codenamed Operation

Vigilant Resolve—against the city. Both General Conway

and General Mattis protested the order, arguing that a

large-scale operation would send the wrong message, unnecessarily endanger civilians, and ultimately fail to

achieve the primary objective of locating the individuals

responsible for the murders. eir protests were overridden and I MEF launched an assault on the city.

4

Over the course of six days, three Marine battalions

from Regimental Combat Team 1 commanded by Colonel

John A. Toolan Jr. established a cordon around the city

and then began a slow and methodical advance into the

city. e fighting against insurgents was fierce, and enemy

forces utilized every structure in the city for cover, including mosques, as they fought the Marines. When one

of these was destroyed, the story spread that the Marines

had deliberately killed civilians, though no evidence existed supporting the claim. Stories such as these worried

the still nascent Iraqi Governing Council. Subsequent insurgent uprisingsin ar-Ramadi and an-Najaf were further

points of concern, and the Iraqi leaders began to pressure

the head of the American occupation authority, L. Paul

Bremer, to end the battle. On 9 April 2004, Coalition headquarters ordered I Marine Expeditionary Force to suspend

all offensive operations in Fallujah.

5

e United States carried out Operation Vigilant Resolve

in a state of confusion. Lacking a cohesive psychological

operations plan, the Coalition was quickly outmaneuvered

by insurgent propaganda.Although the Marinestook great

care to utilize artillery and air strikes as selectively as possible, there were civilian casualties, with an estimated 220

Iraqi civilians killed during the first two weeks of the fighting. Insurgent propaganda organs subsequently exploited

these events and characterized the Marine offensive as excessively brutal and heavy-handed. e Coalition also

2

Photo by CWO-4 Timothy McWilliams

On 31 March 2004, four contractors from Blackwater International were ambushed and killed by insurgent forces in Fallujah. Their bodies were

subsequently mutilated and hung on this bridge in Fallujah, pictured here in 2008.
faced a mutiny from Iraqi forces attached to the 1st Marine

Division who refused to advance into the city.

e Marines’ hard-fought tactical gains were also undermined by a series of miscalculations that ultimately

led to Fallujah becoming an insurgent base of operations

for al-Anbar Province. Bremer’s hope to pass authority

from the Coalition Provisional Authority to the Iraqi

civilian government as quickly as possible prompted him

to acquiesce to the council’s demand to suspend the offensive operation. Hoping to maintain pressure on the

city but also put an Iraqi face on the battle, General Conway gambled on an all-Iraqi force, known as the Fallujah

Brigade, led by a former Baath general. is force, Conway hoped, would be able to better stabilize the city and

help reduce the impression that only the United States

was interested in clearing the city of insurgent forces. e

brigade ultimately failed, however, with many of its members joining the insurgency.

6

In the summer of 2004, al-Anbar Province remained

unstable. Marines in Regimental Combat Team 7 had

fought a series of engagements along the Euphrates in

western al-Anbar as they struggled to contain insurgent

activity from the al-Qaim District to the capital city of arRamadi. Meanwhile, Regimental Combat Team 1 stood

poised along Fallujah’s outskirts, ready for the likely

possibility that the Marines would once again have to

enter the city and clear it of insurgent forces. is time it

would do so with adequate forces and a well-developed

psychological operations plan.

e City and reat Situation in 2004

e city of Fallujah lies on the Euphrates River at a spot

roughly equidistant (about 50 kilometers) from the city of

ar-Ramadi and the capital city of Baghdad. e city and

its immediate environs occupy an area of about 25 square

kilometers, with its northern boundary shaped by a railroad, its west defined by the Euphrates, its east by a highway, and its south by open desert. Highway 10, which

crosses the Euphrates to Fallujah’s west, divides the city

into a northern and southern half. e northern area is

dominated by residential areas, with the northwestern

Jolan District being the oldest area of the city. Below the

Jolan District is the Sook District. e southern area, in

particular the city’s southeast, is largely industrial. To the

east of the industrial sector is a poor residential area that

Marines came to call “Queens.”

e city is densely populated, and 2003 intelligence estimates indicated its population was between 250,000 and

350,000. e city’s 50,000 structures are packed in close

together, the streets are narrow, and many are lined with

walls. is consequently made it difficult for U.S. forces to

maneuver vehicles, armored or otherwise, through the

city. e minarets of nearly 50 mosques dominate the city

skyline, and the city is colloquially known as the “City of

Mosques” or the “City of a Hundred Mosques” (there are

even more in the outlying neighborhoods and villages).

7

To the city’s west, the Euphrates Rivertakes a sharp bend

north then south, creating a peninsula. On the northern

tip of this peninsula is a hospital that had been used as an

important insurgent information center during the First

Battle of Fallujah. Two bridges connect Fallujah to this

peninsula. e northern one, the King Faisal Bridge or

Old Bridge, is the one on which insurgents had hung the

bodies of the murdered Blackwater contractors on 31

March 2004. It is known to Coalition forces by the nickname “Brooklyn Bridge.” e southern bridge, called the

New Bridge, isthe span along which Highway 10 traverses

the Euphrates. e northern road crossing the King Faisal

3

Photo by LCpl Jennifer A. Krusen

Both MajGen James N. Mattis (left), commander of the 1st Marine

Division, and LtGen James T. Conway, commander of I Marine

Expeditionary Force, cautioned against taking aggressive retaliatory

action in Fallujah following the Blackwater killings. Their opposition

was ultimately overruled, however.
Bridge merges with Highway 10 roughly in the center of

the city at the government center. Before they merge, the

two roads form two sides of a triangle, with the third side

formed by the Euphrates. is triangular section is the alAndalas District and was nicknamed the “Pizza Slice” by

Coalition forces. To the city’s east is Highway 1, which

runs north south and bisects Highway 10. is intersection is served by a cloverleaf-style interchange.

While many Baath Party officials traced their origins to

Fallujah, it would be a mischaracterization to state that

opposition to the Coalition in the city stemmed from former regime loyalists. roughout the 1990s, the city became a center for Salafist Islamic sects, and Saddam oen

found it difficult to exert his authority over it. For example, during this period Islamic militants destroyed symbols of secular society in the city such as music stores and

movie theaters. e city was also dominated by the Dulaim Tribe, another source of opposition to the Coalition.

As they had throughout al-Anbar’s major urban centers,

tribal sheikhs used traditional dominance of old smuggling routes between Syria and Baghdad to grant favors

and patronage and build their own authority. e U.S. occupation had hindered these activities, undermining traditional forms of local authority.e Coalition Provisional

Authority’s decision to abolish the Iraqi army also rendered a significant portion of Fallujah’s male populace unemployed, a critical blow to both their means of making a

living and their own honor. e order also damaged the

city’s economy.

8

us the uprising in Fallujah mirrored the general insurgency taking place throughout Iraq: it was a multifaceted movement assembled from former-Baathists, Sunni

nationalists, out-of-work veterans, and international Islamist organizations affiliated with al-Qaeda and dedicated to establishing a new fundamentalist state in Iraq.

By the time of the two battles for Fallujah, the insurgency

had begun to coalesce into a more radical movement with

al-Qaeda operative Abu Musab al-Zarqawi emerging as a

charismatic and influential leader. In general, the insurgency was united largely only by the shared desire of its

members to end the U.S. occupation of the country. Many

nationalists and militias aligned with the tribes and found

themselves forced into an uneasy alliance with the Islamist organizations led by al-Zarqawi.

9

roughout the summer of 2004, Fallujah became an

important center for the anti-Coalition insurgency, and

al-Zarqawi used it as a base of operations. From the city,

he launched terror operations against Baghdad and also

carried out high-profile executions against foreigners

such as American businessman Nicholas Berg on 7 May

and South Korean missionary Kim Sun-Il on 22 June. AlZarqawi’s agents assassinated government employees and

bombed marketplaces, government buildings, police stations, and international aid stations to coerce the population and make both democracy and cooperation with

the United States unworkable. His agents murdered Shia

and bombed Shiite mosques with the goal of initiating a

civil war and disrupting the transfer of authority from

Bremer’s Coalition Provisional Authority to the Iraqi Interim Parliament.

10

e Fallujah Brigade’s ineffectiveness allowed insurgents to regroup, consolidate power, and reconstitute with

new foreign fighters. Although Fallujah’sinsurgent groups

remained fractured, Abu Musab al-Zarqawi’s foreign jihadists and other Islamist groups under Abdullah Janabi

and Omar Hadid emerged as the leading insurgent

groups in Fallujah. As these groups asserted control over

the population, they began enforcing strict Islamic law.

ey imposed curfews, forced women to cover, and

banned Western-style haircuts or Western-style dress.

ey closed the pool and places where Iraqis could get

alcohol or pornography. To get the unwilling population

to comply, the jihadists carried out campaigns of intimidation; patrolled the streets to force everyone to conform

to their strict Islamic code; and executed men, women,

and children for working with the Coalition. In July, insurgent leaders replaced Fallujah’s mayor and council

with the High Council of Fallujah. e Islamification of

Fallujah also keptresidents from receiving millions in humanitarian assistance and reconstruction money, which

exacerbated the problems afflicting the city.

11

Insurgent terrorism inside Fallujah peaked during the

fall when al-Zarqawi beheaded three British contractors—Eugene Armstrong, Jack Hensley, and Kenneth

Bigley—and one Japanese contractor—Shosei Koda—and

released videos of the beheadings. Outside Fallujah, insurgent intimidation and violence increased. In July, insurgents kidnapped provincial governor Abdul Karim

Burghis al-Rawi’s three sons and burned his residence,

forcing him to not only resign, but also make an antiAmerican video.

12

us, by the end of the summer of 2004, it had become

clear to both the Coalition commanders and the Iraqi

government that a committed, large-scale clearing operation needed to be carried out against the insurgent forces

residing in Fallujah. e task for carrying out this operation would fall to the I Marine Expeditionary Force, now

commanded by Lieutenant General John F. Sattler, who

relieved Lieutenant General Conway on 12 September

2004. Sattler had graduated from the U.S. Naval Academy

4
in 1971. His distinguished career before assuming command of I MEF included billets as commander of the 2d

Marines, assistant division commander of the 2d Marine

Division, and director of the Public Affairs Division at

Headquarters Marine Corps. Between 2002 and 2004, he

served in important commands responsible for fighting

the Global War on Terrorism: as commander of the Combined Joint Task Force-Horn of Africa from November

2002 to August 2003 and then as director of operations

for U.S. Central Command from August 2003 until 12

September 2004.

13

Subordinate to Sattler was the new commanding general of the 1st Marine Division, Major General Richard F.

Natonski, and the commanding general of the 3d Marine

Aircra Wing, Keith J. Stalder. Major General Natonski

was already an Iraq War combat veteran when Major

General Mattis transferred command of 1st Marine Division to him on 29 August 2004. During the United

States’ drive to Baghdad of 2003, he commanded Task

Force Tarawa. During the advance, Natonski gained valuable experience leading Marines against irregular forces

during the Battle of an-Nasiriyah.

14 Prior to his service in

Iraq, Natonski had served as the commander of the 24th

Marine Expeditionary Unit and also occupied important

staff billets with Headquarters Marine Corps. Major General Stalder, commander of I MEF’s aviation combat element, also had ample command experience during the

Global War on Terrorism, having commanded two Marine squadrons in Afghanistan.

In September 2004, as they awaited a decision on when

the battle to retake the city would commence, I MEF initiated preliminary operations designed to prepare the battlefield, designated Phase I or“shaping” operations. ese

had begun in a limited form over the preceding summer.

ey entailed gathering and staging ammunition, fuel,

and other supplies; assembling the combat forces needed

for the final assault; and conducting covert and bombing

operations to erode the enemy’s defenses and their command and control functions. Marines also launched a series of feints and raids intended to test the enemy’s

capabilities, identify their command and control nodes,

gather intelligence, and deceive the enemy of the Coalition’s intentions. Ultimately, I MEF hoped to divert the

insurgents’ attention away from the north (where the as5

Photo by SSgt Johnathan C. Knauth

LtGen John F. Sattler, commanding general of I Marine Expeditionary Force, was the overall commander of Operation al-Fajr.
sault force would likely begin its march) toward the south.

To strengthen the deception, Marines launched a series

of psychological operations, including using loudspeakers to play the sounds of American tanks on the move

and fool the insurgents into believing heavy armored

forces were amassing along the city’s periphery.

15

As these operations progressed, Marines noticed the insurgents no longer attacked in small groups of 6 to 12

people like they had in April, but were now attempting

tactics using larger forces. Marines also witnessed that a

precision air strike on insurgent fortifications set off not

only a series of explosions from a daisy-chained improvised explosive device (IED) along a primary road but

also a series of explosions in the adjoining streets as well.

Covert operations gained actionable intelligence on the

ground as unmanned aerial vehicles monitored the city

24 hours a day, oen catching guerrillas asthey reinforced

fighting positions,set mines and IEDs, orloaded weapons

into cars, homes, and mosques for the impending battle.

I Marine Expeditionary Force also worked to reduce

support for the insurgency and create a fissure between

the insurgents and the residents of Fallujah.

16 Colonel

Robert M. Oliver, information operations officer for I

MEF, developed a comprehensive campaign that included

radio broadcasts and dropping leaflets on the city with

messages designed to drive a wedge between the local citizens and the insurgents. To defeat al-Qaeda’s claims that

the Coalition’s precision attacks against high-value targets only killed innocent noncombatants, these communications told the public who the attacks targeted and

why. Colonel Jenny M. Holbert, I MEF’s public affairs officer, also brought Western journalists to observe I MEF’s

planning and operations. Public affairs also conducted an

information campaign designed to split the insurgents

from the rest of Fallujah’s residents by arguing that the insurgents’ presence and activities kept locals from receiving humanitarian aid, halted the restoration of essential

services, and stalled investment that would revitalize the

city. Moreover, these communications also carried Prime

Minister Allawi’s message to the people of Fallujah stating

that if the citizens did not restore order and expel the radical elements on their own, the Iraqi government would

support military action.

17

e Marines hoped to maintain the information initiative by ensuring that plenty of embedded reporters would

be on hand to cover the fight once the assault on the city

began. Believing the Western media would get the truth

on the battle, Colonel Holbert embedded over 90 Western

journalists with the assault force. eir only restrictions

were that they could not release operational information

that would jeopardize lives, and that if they le their embedded unit, they could not return during the battle.

18

A final part of the shaping phase called for establishing

a sound logistical base for the assault force. To overcome

the threat of insurgents attacking supply convoys with

improvised explosives and small arms, I Marine Expeditionary Force tasked the 1st Force Service Support Group

to build an “iron mountain” of 15 days’ worth of food,

ammunition, spare parts, and fuel on board each forward

operating base prior to commencement of combat

operations.

19

Planning Operation Phantom Fury

By the end of October, the cumulative effects of the preliminary shaping operations had convinced the majority

of Fallujah’s population to leave the city.

20 e Marines believed there were fewerthan 500 civiliansremaining in the

city alongside 3,000 to 4,500 insurgents. Intelligence calculated that another 1,000 orso insurgents were operating

in the entire Fallujah-Ramadi corridor. Coalition intelligence also concluded that “33 of 72 mosques” were “used

by insurgentsto conduct meetings,storeweapons and ammunition, interrogate and torture kidnap victims, and conduct illegal Sharia courtsessions.”21e precision targeting

of insurgent safe houses also created tensions among the

insurgent groups operating in the city, as some groups believed that the only way the United States could carry out

such attacks was if they were receiving intelligence from

otherinsurgent units.In some casesthiswas certainly true.

Intelligence identified more than 300 well-constructed

defensive positions, suggesting that many may have been

interlaced with IEDs, a large number of roadblocks,

berms, indirect fire positions, sniper and fighting positions, and even daisy-chained IEDs along the city streets.

e placement of these defensive positions indicated that

I MEF’s preliminary attacks and psychological operations

had convinced the insurgents that the attack would come

from the area around the cloverleaf interchange between

Highway 10 and Highway 1 to Fallujah’s east, and from

the southeast.

22 Marines observed a well-planned “threering defense” inside the city as secondary positions along

Highway 10 and strongholds in the Jolan District, the

Sook District (south of the Jolan), and the Muallimeen

District (east of the Sook) showed an insurgent willingness to fight in depth. Captain Jeffrey S. McCormack, operations officer for 3d Battalion, 1st Marines, recalled,

Basically, the outer ring was going to be what we

like to call the cannon fodder. e guys who are

the least trained and they’d just throw those guys

6
on the periphery of the city to basically be speed

bumps for us. As you moved closer into the city

you got into more centric ring, more correlated

defense, andwe knewdown south thatsinceApril,

the last defense, that area of the Nazal, the Shihadi

District[s] had been empty of civilians.We’d gotten

from multiple sources, we’d confirmed multiple

times from [intelligence, surveillance, and reconnaissance] that there was reduced civilian traffic

and [we] never saw children down there. e

families had basically been kicked out of the area,

and that area had become the foreign fighter

neighborhood.

23

With insurgents expecting attacks from the east or

south, General Natonski concluded that a southward advance from the north would be the best approach. Once

the city’s southern approaches were secure with blocking

forces, Coalition units would move rapidly from the north

through the city clearing houses and other buildings of insurgent forces. e division would also send a light armored task force up the city’s western peninsula to insure

insurgents could not escape across the Euphrates River.

Once the assault force reached the southern boundary of

the city, it would then backtrack and continue to clear out

residual insurgent forces still occupying the city. e operation would involve not just American forces, but also

allied troops from Britain and Iraq.

One of the problems Marines encountered during the

April battle for Fallujah was that the slow-moving nature

of the attack had given the insurgent forces time to use

the mass media to conduct an effective psychological operations campaign. Consequently, Natonski wanted a fast,

penetrating attack that would rapidly secure Fallujah with

minimal collateral damage and outpace any enemy propaganda efforts. A quick assault would also free up forces

in case there were uprisings throughout the remainder of

al-Anbar.

24

General Natonski needed enough units to not only

clear the city, but seal it and prevent insurgents from fleeing in the face of the Coalition advance. To address this

need, the commander of the Multi-National Corps-Iraq

(the command responsible for day-to-day operations

throughout Iraq), Lieutenant General omas P. Metz III,

USA, transferred two Army armored battalions and an

Army armored brigade to reinforce the 1st Marine Division. e division’s northern assault force would be divided into two regimental combat teams. Regimental

Combat Team 1 (formed around the 1st Marines), commanded by Colonel Michael A. Shupp, would include the

3d Battalion, 5th Marines, under Lieutenant Colonel

Patrick J. Malay; 3d Battalion, 1st Marines, commanded

by Lieutenant Colonel Willard A. Buhl; and the U.S.

Army Task Force 2-7 (2d Battalion, 7th Cavalry). Regimental Combat Team 7 (formed around the 7th Marines)

was commanded by Colonel Craig A. Tucker and included 1st Battalion, 8th Marines, commanded by Lieutenant Colonel Gareth F. Brandl; 1st Battalion, 3d

Marines, commanded by Lieutenant Colonel Michael R.

Ramos; and U.S. Army Task Force 2-2 (2d Battalion, 2d

Infantry) under Lieutenant Colonel Peter A. Newell,

USA.

e 2d Brigade Combat Team (2d Brigade, 1st Cavalry

Division), commanded by Colonel Michael D. Formica,

would serve as the principal blocking force stationed to

Fallujah’s south. General Natonski also incorporated elements of the 11th Marine Expeditionary Unit, under

Colonel Anthony M. Haslam; the 24th Marine Expeditionary Unit, commanded by Colonel Robert J. Johnson;

and the 31st Marine Expeditionary Unit, commanded by

Colonel Walter L. Miller Jr. Essential to the battle was the

7

Photo by Cpl Daniel J. Fosco

MajGen Richard F. Natonski speaks to Marines in September 2004.

Natonski’s 1st Marine Division serve as the principal ground headquarters for Operation al-Fajr.
inclusion of Iraqi security forces. ese forces had to be

brought into Fallujah from outside al-Anbar Province because Anbarisoldiers would not fight their own tribesmen

or otherregional tribes. All in all, the attack force included

nine U.S. Army and Marine battalions and six Iraqi battalions(12,000 Marines,soldiers,sailors, airmen, and Iraqi

security forces). For the battle, I Marine Expeditionary

Force would grow from 32,000 to 45,000 personnel.

25

Phantom Fury’s planners placed a grid of imaginary

phase lines onto Fallujah to coordinate maneuvers. Most

of these ran along the city’s major thoroughfares. Phase

lines running north to south were designated with male

code names, while phase lines moving west to east were

given female code names. Running along Fallujah’s northern boundary was Alternate Supply Route Golden. Running west to east through the Jolan District was Phase

Line Cathy. Phase Line Elizabeth ran from the peninsula

across the King Faisal Bridge, through the city to the

cloverleaf. Phase Line Fran ran from the peninsula, across

the Euphrates and ended at the government center. Phase

Line Isabel ran from the east bank of the Euphrates to

“Queens” District while Phase Line Jenna ran across the

city’s southern border.

Running from north to south were Phase Lines Henry,

Ethan, and Dave. Phase Line Henry emanated from Alternate Supply Route Golden and proceeded south

through the Jolan District, the “pizza slice,” and to the

southern edges of the city. East of Phase Line Henry,

Phase Line Ethan moved south past Highway 10 and then

proceeded along the boundary between “Queens” and the

industrial sector, ending at the south. To the east of Ethan

was Phase Line Dave, which ran from Route Golden to

Highway 10.

Decisive operations to secure Fallujah would begin

when Regimental Combat Teams 1 and 7 breached the

railroad tracks running along Fallujah’s northern perimeter that separated the 1st Marine Division’s assault force

from the city. Once the two regiments traversed the

tracks, they would push rapidly into Fallujah to Highway

10 (Phase Line Fran). As the division’s main effort, Regimental Combat Team 1 would attack rapidly down the

western section along the Euphrates River and seize the

8

Photo by LCpl Joe A. Chaverri

The city of Fallujah in November 2004. This image presents many of the city’s defining characteristics: its tightly packed buildings, narrow streets,

and numerous mosques.
most crucial position in the city, the Jolan District, which

included Jolan Park. is district was not only the oldest

and the most populated of the city but was also Fallujah’s

spiritual base. Furthermore, it was thought to hold the

enemy’s main command and control node.

e plan to seize and secure the Jolan called for the 3d

Battalion, 5th Marines, to plunge into the district and attack the insurgent forces head on. Regimental Combat

Team 1’s remaining two battalions would then sweep,

south by west, toward the Euphrates River, pinning the

insurgent forces between the 3d Battalion, 5th Marines,

and the 3d Battalion, 1st Marines. e assault battalions

would either kill the insurgents in place or push them toward the river.

26

Meanwhile, Task Force 2-7 would push quickly south

along Phase Line Henry on the edge of the Jolan District,

destroying insurgent defenses and cohesion. Aer securing Jolan Park, Task Force 2-7 would continue attacking

south along Phase Line Henry to Phase Line Fran, then

turn west to secure a school located in the “pizza slice.”

e 3d Battalion, 1st Marines, would attack and destroy

insurgents behind Task Force 2-7, clearing buildings as it

established a line of communication for resupply and

evacuations along Phase Line Henry. Iraqi soldiers would

help search and clear buildings or areas not cleared in the

initial assault. Task Force 2-7 would then finish securing

Main Supply Route Michigan between Phase Line Henry

and the two Euphrates River crossings, and 3d Battalion,

1st Marines, would continue west and attack to secure the

al-Kabir Mosque.

27

Meanwhile, Regimental Combat Team 7 would advance through the eastern half of Fallujah to Phase Line

Fran. Its three assault battalions would then turn toward

the Euphrates River. Because of its speed and mobility,

Task Force 2-2’s armor would lead the way, pushing

through the city on the regimental combat team’s eastern

flank to secure Main Supply Route Michigan. is was a

crucial mission for Task Force 2-2 because the highway

was going to be the main supply route from Camp Fallujah to combat forces in the city. At the same time, 1st Battalion, 3d Marines, and 1st Battalion, 8th Marines, would

advance with Task Force 2-2 to Phase Line Fran, but not

as quickly. e 1st Battalion, 8th Marines, would attack

on the western flank down Phase Line Ethan and 3d Bat9

Official U.S. Marine Corps map adapted by History Division

Map of Fallujah with major phase lines and landmarks.
talion, 1st Marines, along Phase Line Dave.

28 At that

point, the two Marine battalions would turn west toward

the Euphrates River, moving behind Task Force 2-2, and

drive Fallujah’s remaining insurgents into the water. e

entire plan centered on rapid penetration into the city,

using the shock, firepower, and mobility of the U.S.

Army’s heavy armor of Task Force 2-7 and Task Force 2-

2 to overwhelm Fallujah’s insurgents.

Intelligence reports received during the period before

the battle seemed to indicate that the insurgents in Fallujah were planning to leave the city to attack targets

throughout al-Anbar Province, including major supply

routes and other cities. However, meeting the force requirements for the Fallujah assault force necessitated

moving Regimental Combat Team 7 from its positions in

western al-Anbar, potentially threatening the security in

that region as well as al-Anbar’s capital city, ar-Ramadi.

29

Natonski subsequently redeployed and reinforced his

units throughout his area of responsibility. In ar-Ramadi,

he augmented the U.S. Army 2d Brigade Combat Team,

2d Infantry Division, commanded by Colonel Gary S.

Patton, USA, to counter potential insurgent activity there

during the battle.

30 Natonski also tasked the British Black

Watch Battalion; the 2d Battalion, 24th Marines; and the

24th Marine Expeditionary Unit with securing the insurgents’ lines of communication between Fallujah and Babil

Province to the southeast.

31

e 3d Marine Aircra Wing would provide support

in the form of fixed-wing McDonnell Douglas F/A-18D

Hornet fighter attack jets and McDonnell Douglas AV8B Harrier attack planes. Rotary-wing assets included the

venerable Bell UH-1Y Venom and Bell AH-1W Cobra attack helicopters, Boeing Vertol CH-46 Sea Knight

medium helicopters, and Sikorsky CH-53E Super Stallions. e Army, Navy, and Air Force also provided aviation assets, including the formidable U.S. Air Force

Lockheed AC-130H Spectre gunships.

Division planners faced an important challenge in regard to aviation, which was how to coordinate the large

number of Coalition aircra expected to provide close air

support in the small target area of Fallujah. e high volume of indirect fire and unmanned aerial vehicles posed

other challenges. Marine air planners developed a system

called “keyhole,” which involved vertically separating the

different types of aircra and projectiles over a five-mile

circle over Fallujah and ar-Ramadi. Rotary-wing attack

aircra would operate on the city’s fringes below 1,500

feet. ey would not be allowed over the city, but would

rather be posted at battle positions outside the city’s

boundaries and be available when specifically requested.

Fixed-wing aircra would stay above 9,000 feet and

would not be allowed within the five-mile circle unless

they were cleared by a regimental or battalion air officer—

or were talking to a forward air controller—and were

ready to immediately attack a target. Artillery, mortar

fires, and a dense assortment of unmanned aerial vehicles would operate in between. Until they were cleared

into the keyhole, fixed-wing aircra were stacked at

points north, east, south, and west, around Fallujah, outside the five-mile keyhole but within a 15-mile outer

perimeter. ey would be available at a moment’s notice.

Only one aircra would be allowed directly over the

city at a time. Once in the keyhole, fixed-wing aircra had

free reign to maneuver in order to maximize their

chances of hitting the assigned targets. However, they had

to get ordnance on target quickly because other forward

air controllers were waiting their turns. e helicopters,

like artillery, would be employed at any time in a battalion’s zone with no coordination beyond that of the battalion’s forward air controller. Management of fixed-wing

close air support was almost as easy, only requiring coor10

Photo by Sgt Paul L. Anstine II

Col Craig A. Tucker, commanding officer of Regimental Combat Team

7, speaks to Marines and soldiers in Iraq in March 2004.
dination between the direct air support center and the

two regiments. With their plan approved by Multi-National Force-Iraq and Multi-National Corps-Iraq, the

Marines took control of air operations over Fallujah from

the U.S. Air Force for the battle. is not only gave

Marines the unity of command and control they hoped

would foster efficiency and speed while minimizing fratricide, but also allowed the U.S. Air Force to concentrate

on operations outside Fallujah.

32

Part of the planning for the battle included the creation

of a robust civil affairs program for the postbattle period.

Many weeks priorto the battle, Regimental Combat Team

1’s Civil Affairs Detachment 4-4 met with a group of Fallujans called the Fallujah Liaison Team at the civil-military operations center outside the city to gain their

cooperation in rebuilding Fallujah aer the battle. ese

municipal workers, police officers, businessmen, doctors,

and technocrats provided useful information to civil affairs personnel about the location and condition of the

city’s infrastructure, such as the hospitals, water plants,

and the electrical grid. e Marines also used this information to place restricted fire areas on key infrastructure

to protect them from collateral damage.

During their planning, civil affairs detachment teams

“war gamed” postbattle operations to anticipate what

damage would occur in order to prioritize critical reconstruction projects. Planners divided the postbattle operations into three phases: civil affairs (reconstruction and

humanitarian aid), repopulating the city, and conducting

the national elections on 30 January 2005. e 4th Civil

Affairs Group was in direct support of the 1st Marine Division during the assault on the city, with Civil Affairs Detachment 4-4,supporting Regimental Combat Team 1 and

U.S. Army Company B, 445th Civil Affairs Battalion,supporting Regimental Combat Team 7.

33

roughout the preparation and shaping phase, General Sattler met with General George W. Casey, USA, commander of the Multi-National Force-Iraq, the overall

headquarters for Coalition forces in Iraq. In late October,

Generals Sattler, Casey, and Metz finally met with Prime

Minister Allawi and presented him with their plan. ey

also provided the prime minister with video footage of

11

Photo by LCpl William L. Dubose III

The 3d Marine Aircraft Wing, commanded by MajGen Keith J. Stalder (fourth from left), was responsible for coordinating and conducting air

operations throughout the operation to clear Fallujah.
precision bombing strikes that convinced him that Fallujah’sstreets were deserted and that the Marines would not

level the city.

34 Lieutenant General Sattler asked for assurance from the prime minister that he would not suspend

the assault once it had begun. “I looked him right in the

eye,” Lieutenant General Sattler recalled, and said,

You know, Mr. Prime Minister, don’t tell us to go

and expect us to stop. When you have exhausted

all the political, all the opportunities to solve this

problem, and that we can no longer let them

export theirterrorist ideas, their VBIEDs[vehicle–

borne improvised explosive devices], their IEDs

[improvised explosive devices], their raids. . . .

When you reach that point,I actually said, just tear

your phone out of the wall. Don’t think about

calling us and telling us to stop because once we

get going, we’re going to have to go all the way.

We’re not gonna stop ’til we hit the southern end

of the town. . . . And, he said, I understand. When

I tell you go, we will accomplish the mission, we

will complete the mission.

35

During the meeting, Prime Minister Allawi requested

that the name of the operation be changed from Phantom Fury to al-Fajr, Arabic for“New Dawn,” so that Iraqis

would be able to identify with and better understand the

coming battle.

36 In a video conference several days prior

to the attack, President Bush gave General Casey the

green light for the attack and assured him that once the

attack began it would not be halted.

37

During October, Major General Natonski moved his

forward headquarters from Camp Blue Diamond in arRamadi to Camp Fallujah. Brigadier General Joseph F.

Dunford Jr., the assistant division commander, remained

at Camp Blue Diamond and oversaw the rest of al-Anbar

Province.

38 In late October, units of the Fallujah assault

force began to arrive. Marine reconnaissance and U.S.

Navy Sea, Air, Land (SEAL) teams assigned to both Regimental Combat Teams 1 and 7 began operations on Fallujah’s periphery in preparation for the impending battle.

eir missions included searching the area in northern

Fallujah where the regiment’s forces were to enter the city,

primarily checking for improvised explosive devices and

locations of insurgent observation posts.

39

In western al-Anbar, the 31st Marine Expeditionary

Unit, taking control from Regimental Combat Team 7,

began conducting helicopter raids over the vast area of

operation and used Marine heliborne forces to conduct

snap vehicle checkpoints on the main supply routes.

Meanwhile, the U.S. Army’s 2d Brigade Combat Team (2d

Brigade, 2d Infantry Division), increased disruption

operations on the western side of the Euphrates River

from Fallujah and the ar-Ramadi area.

Sealing the City

I Marine Expeditionary Force held a confirmation brief

on 1 November 2004 during which Generals Sattler and

Natonski and their subordinates apprised Generals Casey

and Metz of the pending attack.

40 During the five days following the briefing, the two assault regiments conducted

in-depth planning and rehearsal-of-concept drills.

41 For

most units, this included preparing full operations orders

and building terrain models of the city based on detailed

maps that numbered blocks and buildings, and labeling

phase lines.

42

Meanwhile, I MEF increased nightly monitoring and

targeting of insurgents inside Fallujah, destroying targets

once they gained positive identification that insurgents

occupied them. ey also used U.S. Air Force AC-130

gunships to destroy targets identified as insurgent centers

by Marines from the 2d Radio Battalion.

Marines similarly conducted operations to disrupt insurgents operating farther beyond Fallujah’s periphery,

concentrating on the insurgent supply lines running from

southern Fallujah to Baghdad through northern Babil

Province. During multiple operations, the 24th Marine

Expeditionary Unit, working with Iraqi security forces,

captured 41 insurgents on 5 November.

43

Also, on 5 November, the first elements of the U.S.

Army’s 2d Brigade Combat Team (2d Brigade, 1st Cav12

Photo by LCpl Ryan B. Bussel

A view of Fallujah’s abandoned train station, which served as the

forward headquarters for Regimental Combat Team 1 during the

Second Battle of Fallujah.
alry Division) moved into positions outside Fallujah. e

brigade deployed a mechanized infantry battalion, designated Task Force 1-5 Infantry (1st Battalion, 5th Infantry), and commanded by Lieutenant Colonel Todd

McCaffrey, USA, to the south of the city. e task force’s

orders were to prevent insurgents from leaving the city,

conduct offensive operations to disrupt insurgents in the

area, and protect the 1st Marine Division’s flank during

the battle. Once in place, Task Force 1-5 Infantry began

conducting cordons and searches to disrupt the enemy.

44

e battalion was equipped with M1A2 Abrams tanks,

M2A3 Bradley fighting vehicles, various types of General

Dynamics Stryker light armored vehicles, and M1114 uparmored humvees.

e brigade deployed a second battalion, Task Force 1-

5 Cavalry (1st Battalion, 5th Cavalry), commanded by

Lieutenant Colonel Myles M. Miyamasu, USA, to block

the approaches to the city in the northeast. e cavalry

battalion’s Strykers assumed a position in northeast Fallujah, while the 759th Military Police Battalion maintained security on Highway 1 from Fallujah to Baghdad,

and the 6th Battalion, 3d Brigade, Iraqi Army, maintained

checkpoints along the highways.

45 e perimeter swept

about 270 degrees around Fallujah.

46 e 2d Reconnaissance Battalion—the 1st Marine Division’s main blocking force—reinforced with Company A, 2d Light

Armored Reconnaissance Battalion; a platoon of M1A1

tanks from the 11th Marine Expeditionary Unit; a mechanized infantry platoon from Company C, 1st Battalion,

5th Cavalry; and Iraqi special forces moved closer to

block the southeast of the city, focusing on Phase Line

Henry. During the battle, they would conduct several

supporting operations in the Fallujah-Ramadi corridor

to disrupt insurgent activity.

47 is was a likely possibility, as intelligence reports indicated that many insurgents

had le the city to attack Coalition forces on the highways and in other major cities, such as ar-Ramadi and

Husaybah, as they had during the first battle. ese insurgents included leaders who claimed they would fight

to the death.

48

Supporting Colonel Formica’s blocking force were four

dedicated aircra from the U.S. Army’s 4th Aviation

Brigade, 1st Cavalry Division, which provided continuous aerial reconnaissance and security missions using

AH-64D attack helicopters and OH-58D helicopters. e

helicopters also destroyed insurgent rocket launchers and

insurgent boats used to transport weapons across the Euphrates River. ese forces helped isolate Fallujah and reinforced the insurgents’ belief that the Coalition would

attack from the south. ey also convinced large groups

of civilians to leave, and the soldiers and Marines sealing

the city would allow numerous groups of civilians fleeing

on foot to escape, except military-age men 16 to 55. Later

that day, they would cover the movement of the remaining division forces as they moved into their staging positions north of the city.

49

Meanwhile, as Colonel Formica’s blocking forces moved

into position, the first of the division’s assault forces were

moving into their attack positions. e force conducted a

full rehearsal on 6 November. is included attacking

enemy positions with air and artillery; executing the

movement of attack forces from their assembly areas to

their attack positions; testing command, control, and

communications; conducting a reconnaissance in force;

and making a feint north to deceive the insurgent forces.

50

During this rehearsal, Regimental Combat Team 7’s reconnaissance and SEAL teams also entered the city as part

of Task Force High Value Target.

51 In Regimental Combat

Team 1’s attack positions, 3d Battalion, 5th Marines, prepared for the initial assault into the Jolan District. To ensure that it had the necessary combat support assets and

personnel, the battalion’s executive officer, Major Todd S.

Degrosseilliers, assembled a provisional unit from 3d Battalion, 5th Marines’ Weapons Company and Headquarters and Service Company and created Task Force

Stryker.

52

On 7 November, a light armored reconnaissance task

force commanded by Lieutenant Colonel Stephen R. Dinauer moved from its staging area at Camp Habbaniyah

toward its attack positions on the peninsula west of the

city, on the other side of the Euphrates. e force, Task

Force Wolfpack, was made up of Company C, 3d Light

13

Photo by TSgt Lee E. Schading, USAF

United States Air Force AC-130 gunships, such as the one pictured

here, provided critical close air support to the Marines and soldiers

advancing through the city of Fallujah in November 2004.
Armored Reconnaissance Battalion; a reinforced infantry

company (Company B, 1st Battalion, 23d Marines); and

a reinforced mechanized infantry company (the U.S.

Army’s Company C, 1st Battalion, 9th Infantry).

Also assigned to Task Force Wolfpack was the Small

Cra Company from the 2d Marine Division that included five 35-foot riverine assault cra that moved into

positions on the river northwest of the peninsula’s tip to

seal access to the city by water from the north. Task Force

Wolfpack’s mission was to attack up the peninsula and secure the two key bridges leading into Fallujah from the

peninsula to prevent enemy reinforcement or escape

from the city. ey also sought to secure the hospital on

the peninsula’s tip to prevent its use as a command center, weapons storage facility, and platform for insurgent

propaganda. Finally, the task force was to secure the adjacent 506th Iraqi National Guard compound on the river

just below the King Faisal Bridge.

53

at same day Iraqi radio and television broadcast two

messages from the Iraqi interim government. e first

proclaimed the government’s intention to reestablish

control of Fallujah and to liberate the citizens from the

insurgents. e second was the declaration of a “state of

emergency” in Iraq. e government banned vehicle

traffic in and around Fallujah and imposed a curfew in the

Fallujah-Ramadi area. Many Iraqis in al-Anbar, however,

opposed Prime Minister Ayad Allawi’s declaration. In arRamadi, the police deserted and the Iraqi National Guard

was ineffective because of the insurgent fear and intimidation campaign. In other areas around Iraq, insurgents

increased their attacks against Coalition forces and the

Iraqi interim government.

54

Opening Maneuvers:

Task Force Wolfpack on the Peninsula

At 1900 on 7 November 2004, Marines launched a limited

number of precision air strikes on the insurgents’ defensive positions, weapons caches, and command and control centers inside the city using a variety of Coalition

aircra. ey struck 9 of the approximately 60 preplanned

14

Photo by SFC Johan Charles Van Boers, USA

Soldiers from the 2d Brigade Combat Team (2d Brigade, 1st Cavalry Division) advance into Fallujah on 9 November 2004. The 2d Brigade

Combat Team served as a blocking force along Fallujah’s western and southern border, trapping insurgents inside the city as the 1st Marine

Division’s two assault regiments moved southward.
targets while additional air strikes eliminated insurgents

firing on Coalition forces. e remainder of targets were

not hit because of collateral damage concerns. As the U.S.

troops moved into their assault positions, the lethal

155mm howitzer fires of Battery M, 4th Battalion, 14th

Marines; Battery C, 1st Battalion, 12th Marines; and the

self-propelled M109A6 Paladins from the U.S. Army’s

Battery A, 3d Battalion, 82d Field Artillery provided covering fire. Marines also engaged in electronic attacks that

jammed insurgent communications and conducted psychological operations to confuse the enemy and convince

remaining noncombatants to leave.

55

At 1900, as coordinated artillery and air strikes hit Fallujah, Lieutenant Colonel Stephen R. Dinauer’s Task

Force Wolfpack began its attack up Fallujah’s western

peninsula. Major Michael Miller Jr.’s Company B, 1st Battalion, 23d Marines, moved up the peninsula’s western

side along the river and Main Supply Route Michigan,

while the Marines of Company C, 3d Light Armored Reconnaissance Battalion under Captain Scott M. Conway

moved up the peninsula’s eastern side. At the same time,

the soldiers, tanks, and Bradleys from Company C, 1st

Battalion, 9th Infantry, and a platoon of Marines from

Company B, 1st Battalion, 23d Marines, proceeded up the

center of the peninsula toward the two bridges spanning

the Euphrates as the 36th Iraqi Commando Battalion

moved quickly toward the hospital at the end of the

peninsula.

Within five minutes aer crossing the line of departure,

Captain Conway’s light armored vehicle struck an IED,

temporarily knocking his driver unconscious. However,

the company soon continued attacking east across the

peninsula to the western bank of the Euphrates Riverthen

headed north toward the bridges. When Conway’s company reached the limit of its attack, the Marines established checkpoints and began clearing from north to

south, searching houses and establishing support-by-fire

locations along the river. As his company cleared the

peninsula, Conway and his Marines came under enemy

fire and received shrapnel from friendly air and artillery

missions attacking preplanned targets across the river.

56

By 2100, Task Force Wolfpack had secured the western

ends of the bridges and Army Sappers attached to the task

force began constructing blocking positions and supportby-fire locations. By 2300, Iraqi commandos had seized

15

Official U.S. Marine Corps map adapted by History Division
the Fallujah hospital with no resistance, and by 0140 on

8 November, Task Force Wolfpack secured all objectives

and obstacles on the bridges. Just offshore, Major Daniel

J. Wittnam’s Small Cra Company dried around the tip

of the peninsula within sight of the King Faisal Bridge and

encountered fire from insurgents in the Jolan District.

57

roughout the night of 7 November and into the

morning of the 8th, the Marines closely monitored Fallujah using unmanned aerial vehicles. Marines watched in

real time on the command post’s large projection screens

as insurgents were destroyed with the use of coordinated

air and artillery strikes as they assembled and manned

their positions. At the same time, two AC-130H gunships

identified and killed insurgents as they circled overhead

at 9,000–11,000 feet. During the battle, a gunship would

be assigned to each assault regiment. e continuous

bombardment was effective in destroying defensive positions and weapons caches and disrupting insurgent command and control abilities. It was also effective in

convincing the enemy that this was the main attack.

58

On Fallujah’s northern edge, Task Force High Value

Target moved about 300 meters to the northeast to a cluster of three buildings (about 500 meters from the edge of

the city) to keep out of the way of the assault force as it

came into position and linked up with 1st Battalion, 8th

Marines. e night wasrelatively uneventful as the SEALs

and reconnaissance Marines of the task force maintained

surveillance on the city. On Fallujah’s southern edge,

Company B, 2d Reconnaissance Battalion, attacked northward to Fallujah’s southern limits to clear the area of insurgents and then established a combat outpost in the

highest building in the area from which they observed

the southern city. Because of the heavy concentration of

insurgent forces, southern Fallujah would remain a kill

zone subject to Coalition air and artillery strikes until the

soldiers and Marines of the 1st Marine Division assault

force attacked into southern Fallujah later in the battle.

59

Aer completing communications checks, the 1st Marine Division assault force began tactical movementsto its

attack positions north of the city. rough the night of 7

November and into the day of 8 November, the two regi16

Photo by SrA Christopher A. Marasky, USAF

A Marine LAV-25 guards a checkpoint in Fallujah on 15 November 2004. On 7 November 2004, Task Force Wolfpack, equipped with LAVs,

seized the hospital and National Guard Headquarters on Fallujah’s western peninsula.
ments moved slowly on a makeshi road marked by infrared chemical lights, snaking through the gravel pits,

sand quarries, and homes that dotted the terrain north of

the city.

60 In all, more than 1,000 vehicles moved through

the night. “During the leader’s recon,” Lieutenant Colonel

Michael R. Ramosrecalled,“therewere 20-to 30-foot deep

quarries in the area, and there are narrow land bridges

across those quarries, where if you didn’t see the drop off

on the le and rightside, you could easily roll a tank inside

there, or collapse one of the land bridges across. ere

were some swampy areasthat you could easily get a [Caterpillar] D9 bulldozer or an amphibious assault vehicle stuck

and mired up through the top of the tracks.”61

By the morning of 8 November, Regimental Combat

Teams 1 and 7 had arrived at their final attack positions

and almost immediately encountered enemy fire.

62 Once

in their attack positions, General Natonski’s two reinforced regiments covered the entire length of Fallujah’s

northern boundary in a near-linear formation with only

a few hundred yards of desert separating the massive assault force from the city. e city was completely encircled, the first time that the Coalition had sufficient troops

to seal the city.

63

As the six assault battalions made their final preparations, General Natonski visited each of the units at their

attack positions.

64 Waiting for the assault to begin, soldiers and Marines dug fighting positions as cover from

indirect fire, others waited in tanks and amphibious assault vehicles amid intermittent rain, and engineers fortified positions along the division’s line of departure.

65

Some Marines would wait as long as 20 hours for the assault to begin. “We set in the attack position all day, just

listening and watching the bombardment,” Captain Jer J.

Garcia, commanding officer, Company B, 1st Battalion,

3d Marines, recalled.“Fallujah was just on fire. It was just

getting pounded.”66 U.S. Army Major Lisa J. DeWitt, a

Task Force 2-2 surgeon, recalled, “It was a really, really

big fireworks show. I remember thinking to myself, ‘I’ll

never go to a 4th of July fireworks show with the same

thoughts ever again.’ ”67

In northwest Fallujah, Task Force Stryker established

the northern blocking position along Alternate Supply

17

Photo by Cpl Alicia M. Garcia

F/A-18D Hornet fighter-bombers such as the one from Marine All-Weather Fighter Attack Squadron 224 pictured here at al-Asad in 2005,

provided valuable close air support during the Second Battle of Fallujah.
Route Golden. is allowed Company K and Company

L of 3d Battalion, 5th Marines, to move south, establish a

southern blocking position along the supply route, and

begin the assault on Regimental Combat Team 1’s first

objective, an apartment complex. Soon thereaer, Company K, 3d Battalion, 5th Marines, commanded by Captain Andrew J. McNulty, moved quickly to secure the

objective around 1000, with Task Force Stryker’s lead elements following directly behind. As it moved its units

into position, 3d Battalion, 5th Marines, came under fire

from insurgent mortars, rocket-propelled grenades, and

small-arms fire emanating from across the railroad

tracks.

68

In the hours before the assault, several of Regimental

Combat Team 1’s company commanders and key staff

made a final reconnaissance of the breach sites with the

protection of Task Force 2-7’s tanks and Bradley fighting

vehicles. Captain Robert J. Bodisch Jr., commanding officer of Company C, 2d Tank Battalion, made two reconnaissance trips to the Fallujah train station, each time

coming under insurgent fire. Bodisch provided six

Abrams tanks to 3d Battalion, 5th Marines, and eight

tanks to 3d Battalion, 1st Marines.

69

Insurgents had mined the railroad overpass bridge

south of the apartment complex and much of the land

south of the railroad was deeply pitted and covered with

debris. is presented the 3d Battalion, 5th Marines, with

a significant challenge getting into the city. To resolve this

dilemma, battalion commander Lieutenant Colonel Malay

decided to breach the tracks with an airstrike west of the

overpass bridge, where the tracksrested upon a 30-meterhigh earthen berm. At around 1400, four F/A-18Ds of Marine All-Weather Fighter Attack Squadron 242 dropped

eight laser-guided, 2,000-pound GBU-31 bombs on the

tracks. e mission was led by Major General Stalder.

Meanwhile, about a kilometer east along the railroad

tracks from the apartment complex, elements of 3d Battalion, 1st Marines, had been exchanging fire with insurgents across the railroad tracks since coming into their

attack positions. ere had been no preassault fires here,

and insurgents occupied homes and defensive positions

along the road that paralleled the railroad tracks and Alternate Supply Route Golden. From their attack positions

north of Fallujah’s railway station, 3d Battalion, 1st

Marines, prepared for its assault on the station while the

soldiers of Task Force 2-7 prepared to lead the way across

the breach as soon as 3d Battalion, 1st Marines, and Iraqi

forces secured their objective.

70

Further east, in Regimental Combat Team 7’s sector,

Colonel Craig A. Tucker and his battalion and company

commanders walked out from their attack positions to

the line of departure, just off the railroad tracks, to identify the best routes into the city.

71 “e terrain sucked,”

observed Lieutenant Colonel Newell, commanding officer of Task Force 2-2.“It was hard to move around in and

hard to find a place to penetrate, and then you had that

railroad track embankment,” which posed a problem for

the force’s wheeled vehicles.

72 Soon thereaer, at about

0940, Lieutenant Colonel Newell positioned his brigade

reconnaissance troop in the northeast sector of the city

that looked down on enemy positions. “We actually

started moving in the daylight about early aernoon,”

Newell recalled. “e plan was to set the brigade recon

troop up in the northeast corner, on the high ground

overlooking the city, so he could look down into the daylight into where the breach area was and the two blocks to

the south. e bottom line is that I wanted him to shoot

anything that moved in that area.”

During the day, U.S. Army Captain Kirk A. Mayfield’s

brigade reconnaissance troop engaged targets within two

blocks of the breach with snipers, mortars, and artillery to

force insurgents to leave positions across from the breach.

However, with the advantage of a long-range advanced

scout surveillance system, Mayfield’s soldiers also attacked targets deep into Task Force 2-2 battlespace, fracturing enemy cohesion. “ey’re driving up and down

looking at the crossroads behind the blocks, ” said Newell,

“Essentially they were ambushing guys . . . [and] were

very effective in cleaning the area out for several hours.”73

On the western peninsula, Task Force Wolfpack’s

executive officer, Major Kenneth R. Kassner, escorted a

civil affairs group assessment team to Fallujah hospital

where they surveyed the hospital and unloaded medical

and humanitarian assistance supplies. Soldiers from the

Iraqi interim forces raised the Iraqi flag at the hospital,

which drew a large volume of small-arms and indirect fire

from Fallujah’s insurgents in the Jolan District throughout

the day of 8 November. East of Fallujah, soldiers and

Marines began to see more activity by insurgents

attacking forces with IEDs, indirect fire, and small-arms

ambushes. Insurgents hit one of Task Force Wolfpack’s

ammo resupply convoys on Alternate Supply Route

Boston with indirect fire, which destroyed a seven-ton

truck and caused multiple casualties. Another Task Force

Wolfpack convoy struck an IED that killed two Marines

from Combat Service Support Company 113 and

wounded another. Insurgents on Fallujah’s periphery also

fired on U.S. Army helicopters. In southern Fallujah,

soldiers and Marines began to see an increase in the

numbers of civilians attempting to leave.

74

18
19

8 November:

e Assault into the Jolan District

As dusk approached on the evening of 8 November, aer

many long hours of anticipation, Major General Richard

Natonski’s six assault battalions prepared to advance. Finally, as nighttime fell overthe city, Navy construction battalions (“Seabees”) and Marines from the 4th Civil Affairs

Group, in direct support of the 1st Marine Division, entered the electricity substation just west of the apartment

complex and cut Fallujah’s power supply. Only those residents and insurgentswith their own generatorswould have

power for such things as charging their cell phones. At the

same time, Company L, 3d Battalion, 1st Marines, and

Company D, Iraqi National Guard, crept closer to Fallujah’s train station in preparation for their attack. en, at

1900, under the cover of darkness and amid pouring rain,

the 1st Marine Division began its assault of Fallujah.

In Regimental Combat Team 1’s sector, Company L, 3d

Battalion, 1st Marines, moved to take on the train station

by firing tank rounds into the building and bracketing it

with indirect fire to disrupt insurgents who fired small

arms and rocket-propelled grenades. Iraqi National Guard

soldiers attached to Company L then went into the building as Marines and a tank section provided support. e

station wassecured by 2034. With the train station secure,

3d Battalion, 1st Marines, assembled in serialized order

under enemy fire behind the U.S. Army tanks of Task

Force 2-7 as engineers worked to breach the four sets of

railroad tracks on the steep earthen berm and cut a path

through the mines.

75 U.S. Marine tanksfrom Company C,

2d Tank Battalion, then established a support-by-fire location near the tracks where they engaged insurgents and

destroyed barriers and suspected car bombs.

76

At 1926, 3d Battalion, 5th Marines, launched its assault

into the Jolan District, following the battalion’s two main

tanks through a cut in the berm west of the train station.

Company K, 3d Battalion, 5th Marines, provided support-by-fire from the apartment complex while Company

I passed through the breach in amphibious tracked vehicles behind a section of Marine tanks from Company C,

2d Tank Battalion. Company L, similarly equipped, attacked along the river toward the palm grove. Aer dismounting, Company I overwhelmed insurgents fighting

from the Jolan cemetery and then seized the Ma’ahidy

Mosque.

77

Watching from the roof of the apartment complex, Regimental Combat Team 1 commanding officer, Colonel

Michael A. Shupp, observed,

ird Battalion, 5th Marines, was making such

incredible progressit was unbelievable.ey were

just blowing through that push. And it completely

unhinged the enemy, because they were coming

behind their defenses, behind the cemetery on the

north side of the city, where they had all sorts of

firing holes and positions against the cemetery

wall north of the northern approach.

78

Unfortunately, the breach at the train station did not go

as smoothly. Despite damage to the railroad track and

berms, the M58 rocket-propelled mine-clearing line

charges failed to provide adequate breaching lanes for the

Marines to pass through. Engineers cut the tracks with

TNT and then pushed them aside with D9 bulldozers.

At 0014 on 9 November 2004, the advance elements of

Task Force 2-7, Company C, 3d Battalion, 8th Cavalry, finally began to cross the berm following a tank with a

plow and another with mine rollers. A section of tanks

from Company C, 2d Tank Battalion, provided supportby-fire for the Army company’s tanks and Bradleys, allowing them to move through the breach and establish a

defensive outer ring. However, the lead elements of 3d

Battalion, 1st Marines, that were advancing to Task Force

2-7’s right ran into an unexpected obstacle: two-foot conMarine Corps History Division

Diagram of Regimental Combat Team 1 during Operation al-Fajr.
crete dividers that lined the city’s northernmost road. e

dividers kept the Marines from penetrating the city. As

engineers worked to clear the dividers, they also blew another lane through the tracks and continued to improve

the breach lanes for their wheeled vehicles.

79

e conditions were difficult as the Marines and soldiers of Regimental Combat Team 1 waited to advance.

“It was raining and it was a really miserable evening,” recalled U.S. Army Major Timothy M. Karcher, Task Force

2-7’s operations officer,“and we sat there for a good six or

seven hours waiting to go, watching . . . death and destruction rain down on the city.”80 Lance Corporal Justin

A. Boswood, team leader, 2d Platoon, Company K, 3d

Battalion, 1st Marines, recalled, “We sat in tracs [amphibious assault vehicles] probably 8 to 10 hours, just

waiting to roll in [with 25–30 Marines crammed in each].

And it started to rain, and you get cramped up, and you

can’t move your leg.”81 As advance forces of Task Force 2-

7 and 3d Battalion, 1st Marines, methodically worked to

open a breach into the city, AC-130H gunships attacked

targets south of the train station and along Task Force 2-

7’s line of advance. e gunships worked to detonate IEDs

and vehicleborne IEDs.

82

Finally, at 0130, the remainder of Task Force 2-7 began

moving through the breach. e heavy armor of Company C, 3d Battalion, 8th Cavalry, led Task Force 2-7’s assault down Phase Line Henry. rough heavy small-arms

and rocket-propelled grenade fire, the company quickly

cut the north section of the city in half, isolating the

enemy while destroying hastily made roadblocks and cars

parked along the road—anything that appeared to be

rigged as an IED. As Company C, 3d Battalion, 8th Cavalry, held its position, Task Force 2-7’s Company C, 2d

Battalion, 7th Cavalry, moved east and established support-by-fire locations oriented southward.

83 Task Force

2-7’s movement through the breach was much slower

than expected, as commanders had to guide their tanks

and Bradleys on foot. Marines had, unfortunately,

marked the breaching lanes and their vehicles with chem

lights, which “were invisible to the thermal sights in our

Bradleys,” recalled U.S. Army Captain Christopher P.

Brooke, Company C, 2d Battalion, 7th Cavalry’s commanding officer.

84

With Task Force 2-7’s heavy armor penetrating into the

city, Company K, 3d Battalion, 1st Marines, began

moving into the city from the train station at 0400 behind

a section of Marine tanks from Company C, 2d Tank

Battalion, as Richard Wagner’s “Ride of the Valkyries”

blared from psychological operation’s humvees.

85

Company I, 3d Battalion, 1st Marines, passed through the

breach by 0600 with all of its attachments, while

Company L followed the two lead companies in reserve

without tanks.

86

8 November:

e Assault into Northeastern Fallujah

In Regimental Combat Team 7’s sector, Colonel Tucker’s

three assault battalions began their breaching operations

at 1900 on 8 November.

87 e 1st Battalion, 8th Marines,

stood on the western flank; 1st Battalion, 3d Marines, in

the center; and Task Force 2-2 occupied the assault force’s

eastern flank. D9 bulldozers pushed dirt over the railroad

20

Photo by LCpl Ryan B. Bussel

The D9 bulldozer was an important means for allowing Marines and

soldiers to navigate and advance through Fallujah’s urban terrain.

Photo by LCpl Andrew D. Young

U.S. Army M2A3 Bradley Fighting Vehicles, such as the one pictured

here cordoning off a road in ar-Ramadi in 2004, provided armored

support to Marines and soldiers during the Second Battle of Fallujah.
21

tracks making ramps while engineers used mine-clearing

line charges to clear IED lanes, triggering several series

of secondary explosions. Bradleys from Task Force 2-2’s

brigade reconnaissance troop crossed flat terrain and

breached the tracks first to provide support-by-fire.

88

Soon thereaer, at approximately 1940, the U.S. Army

Bradleys of Company A, 2d Battalion, 2d Infantry, moved

through the breach and came under enemy fire as they

began clearing buildings. Company A, 2d Battalion, 63d

Armored Cavalry, and the 2d Battalion, 1st Iraqi Intervention Force, followed and completed the breach at approximately 2151.

89 Unfortunately, enemy fire killed Task

Force 2-2’s command sergeant major, Steven W. Faulkenburg, USA, as he supervised the passing of vehicles into

the breach lane.

90 Soon aer, several of Task Force 2-2’s

Iraqi soldiers were injured by insurgent rockets and indirect fire from southern Fallujah. While doctors and

medics worked on the arriving patients, insurgents attacked the logistics resupply point where the medical vehicles were located with rocket-propelled grenades.

91

Meanwhile, engineers working with 1st Battalion, 8th

Marines, succeeded in breaking the rails with mine-clearing line charges. One of the two D9 bulldozers that were

to block the side roads and secure the companies’ flanks

became stuck in mud coming through the breach. As 1st

Battalion, 8th Marines’ Weapons Platoon engaged insurgents in the city from positions along the railroad tracks,

amphibious tracked vehicles, tanks, and a mobile assault

platoon provided support-by-fire while Company B, 1st

Battalion, 8th Marines, went through the breach under

fire and established a foothold within the city on the west

side of Phase Line Ethan without incident. Once complete, the amphibious tracked vehicles returned to move

Company C, 1st Battalion, 8th Marines, through the

breach to seize a foothold on the east side of Phase Line

Ethan. As the companies of Regimental Combat Team 7’s

main effort crossed the line of departure and moved into

the attack, Task Force High Value Target’s SEAL and reconnaissance teams attached themselves to Companies B

and C, 1st Battalion, 8th Marines. As Company C’s executive officer, First Lieutenant Christopher S. Conner, observed, the task force’s efforts had considerably eased 1st

Battalion, 8th Marines’ advance into the city. “e recon

Marines had done an outstanding job in soening up targets for us on our initial footholds.”92

Around 2200, both Company B and Company C, 1st

Battalion, 8th Marines, began their attack dismounted.

As the initial battalion main effort, Company C, reinforced with 86 Iraqi emergency response unit soldiers, 95

Iraqi security forces, and a force reconnaissance platoon,

fought through determined insurgents and seized a suspected suicide belt factory. During the consolidation of

the factory, a D9 bulldozer became stuck in mud, forcing

Company C to leave one squad from 1st Platoon, which

was protecting the company flanks and rear, with Iraqi

soldiers from the 5th Battalion, 3d Brigade, 1st Iraq Intervention Force, to guard a second D9 and its crew.

93

Aer midnight, it began to rain harder. is did not

slow down the regiment’s advance, however. Companies

B and C, 1st Battalion, 8th Marines, continued to attack

south down Phase Line Ethan, with Company C attacking down the eastern side toward the al-Hadrah alMuhammadiyah Mosque and Company B, attacking

down the west side toward the Islamic Culture Center

across from the al-Hadrah Mosque. A platoon of tanks

attacked down the center of the road. Both companies encountered heavy sniper fire and determined groups of insurgents who waited in ambush or attempted to maneuver behind them. Company C’s commanding officer,

Captain eodore C. Bethea, ordered the weapons platoon and tank platoon to attack south along Phase Line

Ethan in direct support of 2d Platoon, while 3d Platoon

attacked south, adjacent to 2d Platoon. First Platoon protected the company’s eastern flank. e company now

Marine Corps History Division

Diagram of Regimental Combat Team 7 during Operation al-Fajr.
formed a “U” shape that afforded maximum firepower to

the front with the west flank guarded by tanks and the

east flank guarded by 1st Platoon.

94

As 1st Battalion, 8th Marines’ assault companies attacked down Phase Line Ethan, their forward air control

officers employed a Spectre gunship against pockets of

insurgents.

95 e close-quarters nature of the combat in

Fallujah made this a particularly challenging task. “Since

the enemy was so close to us at that point, [the gunship]

was having a hard time discerning who’s friendly and

who’s not,” remembered Company C executive officer

Lieutenant Conner.

96 Captain Bethea had the lead tank

mark Company C’s forward trace, ordered all infrared

strobe lightsto be activated, and commanded the Marines

to take cover. Ensuring that the Spectre could see the tank

platoon on Phase Line Ethan and all friendly strobe lights,

Captain Bethea authorized his forward air controller,

Captain Travis R. Richie, to engage enemy forces within

60 meters with 40mm grenades. e AC-130H gunship

confirmed that all enemy close to the company were destroyed. Soon aerward, the gunship reported a larger

enemy concentration gathering at a building 110 meters

to the south of the company’s lines. Captain Richie suggested to Captain Bethea that the AC-130H fire one

105mm round to ensure that it was targeting enemy

forces and prevent possible fratricide. Captain Bethea approved the danger close mission, and the gunship engaged the enemy. e Spectre continued to strike

reinforcements with the 105mm rounds as the enemy retreated south, and methodically destroyed 31 enemy

forces along 2d Platoon, Company C’s front.

97

e first attempt by 1st Battalion, 3d Marines, to breach

the railroad tracks with mine-clearing charges failed to

create a passable lane in the center of Regimental Combat

Team 7’s line of advance. A pair of D9 bulldozers came

up to push the train tracks out of the way and open the

lane, but “the ground was so moist and the bulldozers so

heavy, they both ended up getting stuck in the mud.”98

Aer several hours of trying to make the breach, 1st Battalion, 3d Marines’ commanding officer, Lieutenant

Colonel Michael R. Ramos, ordered Company C to dismount under fire and establish a foothold in the city.

However, an amphibious assault vehicle struck an IED

and triggered a daisy-chain of others that caused several

casualties, further delaying the battalion’s attack. Lieutenant Colonel Ramos used Task Force 2-2’s breach to

evacuate the wounded Marines and to move the tanks

and equipment into the city. Company B also encountered problems breaching the tracks when its amphibious

assault tractors arrived in the wrong order. e company

then took them to the wrong breaching location, which

forced them to reload the amphibious assault tractors

under fire and move about a 100 meters down the berm.

99

Once Company C, 1st Battalion, 3d Marines, dismounted their amphibious assault vehicles, the soldiers of the

Iraqi Army’s 5th Battalion, 3d Brigade, joined Company

C just before moving through the breach. e Iraqis had

taken heavy incoming fire aer dismounting during the

night, causing them to scatter for a time in the darkness

until the Marine advisors pulled them together. Once

Company C finally breached the berm with the Iraqi

soldiers following behind, they established a foothold in

alleys and homes about 50 meters into the city, then

waited in the rain for the remainder of the battalion and

its attachments to move through their breach site and

assemble for the subsequent attack toward Phase Line

Fran.

100 “Aer we set it and were there for about five

minutes,” Company C commanding officer Captain

omas M. Tennant recalled,“we started taking sporadic

small-arms fire. And Marines would return fire and when

their return fire was accurate, the insurgents responded

22

Photo by Cpl Theresa M. Medina

LtCol Gareth F. Brandl speaks with journalists on 19 November 2004.

Brandl’s 1st Battalion, 8th Marines, formed Regimental Combat Team

7’s right flank as it advanced into eastern Fallujah.
with mass fires. So their marksmanship was terrible but

with rounds flying over your head it doesn’t make you feel

good. So Marines were engaging and killing insurgents

in the dark at distances up to 150 meters.”101

9 November:

Regimental Combat Team 1’s Continued

Advance into the Jolan District

Before sunrise on 9 November, Company A, 2d Battalion, 7th Cavalry, moved from the train station behind

Company C, 3d Battalion, 8th Cavalry, and then turned

west to secure Jolan Park in northwestern Fallujah. At

dawn, the company began its attack, using tanks and dismounted troops, and then cleared its rear. e attack “totally devastated the enemy” according to Task Force 2-7

commanding officer Lieutenant Colonel James E. Rainey,

USA. He noted that “they were still trying to get out of

the way of the tanks and the Bradleys and our infantry

squads were on top of them.”102 With Jolan Park secure,

Rainey directed Company C, 2d Battalion, 7th Cavalry,

to move down Phase Line Henry from its support-by-fire

locations along Phase Line April. It started clearing buildings behind Company C, 3d Battalion, 8th Cavalry, which

maintained heavy contact from teams of insurgents that

attempted to counterattack from the rear as it held its position on Phase Line Henry at Phase Line Donna protecting Company A’s eastern flank.

103

As Company C, 2d Battalion, 7th Cavalry, moved in, it

established support-by-fire locations oriented east and

west along Phase Line Henry and similarly encountered

heavy fighting with insurgents in the buildings and alleys

along its route of advance. e 3d Battalion, 1st Marines,

moved behind the heavy armor of Company C, 2d Battalion, 7th Cavalry, and began its assault. However, because the soldiers were in front, 3d Battalion, 1st Marines,

could not use indirect fire on those insurgents who had

hidden as the U.S. Army tanks and Bradleys passed and

then came out to fight. As Company A, 2d Battalion, 7th

Cavalry’s soldiers waited for 3d Battalion, 1st Marines, at

Jolan Park, they endured enemy sniper and rocket fire.

104

By 0630 on the morning of 9 November, both Companies I and L, 3d Battalion, 5th Marines, had driven insurgents back into the city and neared the limits of their

advance for the first day. Company K, 3d Battalion, 5th

Marines, began moving to the Jolan cemetery in preparation for its attack, followed by the 1st Battalion, 1st Iraq

Intervention Force, and Iraqi soldiers from the 1st Specialized Special Forces Battalion. At this point Marines

confronted insurgents pretending to surrender only to

continue fighting. As Company L waited for Companies

I and K to get online, Company L Marines engaged a

group of young men walking into the city from the countryside south of their position but stopped when they

waved the white flag and appeared unarmed.“A few minutes aer the men entered a building,” recalled Company

L commanding officer Eduardo C. Bitanga, “we started

taking fire from that building and surrounding buildings.

Because we [were] waiting for the battalion to get on line,

we were unable to advance or maneuver on the enemy.”

Company L exchanged fire with the enemy from distances of 50–100 meters for about four hours and used

M1A1 Abrams tanks and Super Cobra attack helicopters

to destroy enemy positions until the enemy eventually

stopped shooting. “We were unable to find the bodies of

[the] enemy because the enemy had been policing their

dead at night and moving them into buildings further

south,” Bitanga explained.“e next day we finally found

bodies and knew that we were advancing faster than the

enemy could react.”105

23

Photo by LCpl Ryan B. Busse

Cpl Terry Cays of Combat Service Support Company 122 uses a

sledgehammer to break through a wall as the 1st Marine Division

advanced into Fallujah on 9 November 2004.
Once all three of its rifle companies were in the city, 3d

Battalion, 5th Marines, began to advance through the Jolan

District. As it did, the rapid push caused some insurgents

to attempt to flee the city along the bank of the Euphrates

River, where the boats of the Small Cra Company encountered them as the Marines evacuated their injured

comrades from Company B, 1st Battalion, 23d Marines’

fire support team. When the boatsreturned later, these insurgents had regrouped and attempted to ambush the boats

as they sped by. e Small Cra Company would engage

insurgents several times as the battle unfolded.

106

With the attack underway and no reserve, Lieutenant

Colonel Malay wanted 3d Battalion, 5th Marines, to begin

detailed house-to-house, room-to-room clearing to prevent insurgents from rearming and refitting behind them.

To accomplish this, 3d Battalion, 5th Marines’ executive

officer, Major Desgrosseilliers, assembled a second provisional task force, codenamed Task Force Bruno, built

around a platoon of 40–50 Marines from Headquarters

and Service Company and one section of the 81mm mortar platoon, two platoons of general support engineers,

explosive ordnance disposal Marines, two scout-sniper

sections, a platoon of amphibian assault vehicles, several

gun trucks, and a D9 bulldozer. e composition of Task

Force Bruno oen varied each day, depending on the

needs of the battalion.

107

Meanwhile, 3d Battalion, 1st Marines, fought its way

south under sustained small-arms fire and mortar attacks

to protect 3d Battalion, 5th Marine’s le flank and catch

up with Task Force 2-7.

108 Company K, 3d Battalion, 1st

Marines’ commanding officer Captain Timothy J. Jent recalled of the advance: “e company fought, primarily

from north to south, with one tank platoon attached, two

platoons up and one platoon back, fighting in the center

with India Company on our eastern flank, and 3/5 on our

western flank.”109 Captain Jent expanded on his company’s

operations, noting,

We called it “fighting the box,” which was two

platoons up, kind of your combat trains in the

middle, then you had a lighter platoon without

tanks that would either provide security on a

flank or would assist in CasEvac [casualty evac24

Photo by LCpl Jason L. Andrade

LtCol Patrick J. Malay (pictured here in 2003 on the right) commanded the 3d Battalion, 5th Marines, during Operation al-Fajr. His battalion

was tasked with clearing the heavily defended Jolan District of the city.
uation], kind of be that connecting file to the rear

area if you can call it that. en that was kind of

our basic formation that we worked off and

talked to and we used that the whole time.

110

As 3d Battalion, 1st Marines, pushed through heavy fire

and fortified positions, its tanks were attacked by insurgents.e insurgents attempted to disable the armor using

rocket-propelled grenades against the tanks’ tracks, bore

evacuators, and optics. Around 0830, insurgents firing

from behind a wall struck the bore evacuator on a tank

commanded by Captain Bodisch, commanding officer of

Company C, 2d Tank Battalion. e strike disabled the

tank before it could fire on the insurgent forces.

111

Meanwhile, Company L encountered heavy resistance

from insurgents who had reentered buildings that CompaniesI and K had hastily searched. In one action, 1st Platoon, Company L, lost two Marines entering a house as

insurgents waited in ambush. When Company L reached

Phase Line Cathy, they came under heavy insurgent fire

from mortars positioned underground and consequently

hidden from the watchful eyes of the U.S. unmanned reconnaissance vehicles patrolling overhead.

112 At around

1200, Companies I and K, 3d Battalion, 5th Marines, advanced behind a platoon of Company C, 2d Tank Battalion’s tanks while Captain Bitanga’s Company L provided

support-by-fire just north of the palm grove.

As the battle unfolded, one could see the different ways

Marines and soldiers utilized their M1A1 and M1A2

tanks, with the key difference being that Marine tanks

continuously accompanied Marine infantrymen during

deliberate clearing operations, whereas Lieutenant

Colonel Rainey’s tanks generally held positions along the

main line of communication aer their initial assault.

113

“[Task Force] 2-7 wasn’t much in the way of clearing,”

Major Timothy M. Karcher, Task Force 2-7’s operations

officer, explained. “We were in the mode of destroying.

So the Marines [3d Battalion, 1st Marines] actually went

in and did the dirty work of clearing, and I’ve got to give

them credit for that. ey were awesome, but they took a

lot of casualties in the process.”114

Once Companies I and K caught up to their tanks,

Company L attacked into the palm grove. As Company

K advanced behind their attached tanks, Captain Andrew

J. McNulty used amphibious tracked vehicles to breach

walls and humvees with chains to pull down gates and

garage doors. Meanwhile, Company K’s fire support team

moved from rooop to rooop keeping direct fire and

close airsupport in front of the company,reducing enemy

strong points.“Every morning they would move into position and they would immediately begin to take fire up

on the rooop that they would use as their vantage point,”

recalled Captain McNulty,“and they would run deep fires

and near fires throughout the zone, throughout the day,

staying always just in front of the attacking platoons.”115

Both companies received sniper fire as they cleared the

buildings in their sectors and uncovered multiple

weapons caches along the way.

116

Meanwhile, aer advancing through the palm grove,

Company L began searching homes along their avenue of

attack. e company’s 3d Platoon soon discovered a

weapons cache inside a home. When the human exploitation team arrived to do the sensitive site exploitation, they

heard noise coming from behind a wall and, aer moving

a safe, they found a passage into another room where they

discovered a man chained to a wall. ey also discovered

bloodstains covering thewallsinwhat appeared to be a torture and execution room that resembled the room where

Abu Musab al-Zarqawi executed American businessman

Nicholas Berg on 7 May 2004.

117

Around 1230, 3d Battalion, 1st Marines, reached Phase

Line Donna, where Company I completed a complex passage of the lines with Company A, 2d Battalion, 7th Cavalry, at Jolan Park, taking the battalion’s southernmost

position between Phase Line Donna and the street leading

to the Old (or“Blackwater”) Bridge. Company K remained

in the center of the 3d Battalion, 1st Marines’ line at Jolan

Park, and Company L remained in place in the northernmost position of the battalion’s line along Phase Line

Cathy. Lieutenant Colonel Buhl’s Marines were now online and reoriented to fight east to west. As the Marines of

Company I held their objective on Phase Line Elizabeth,

they endured nearly five hours of heavy insurgent smallarms and rocket-propelled grenade fire. During the aernoon, Captain Bodisch returned to combat with a new

tank and promptly came to the aid of Company I Marines

who had taken casualties from snipers in a building.

118

Aer nearly 10 hours of fighting, 3d Battalion, 1st

Marines, implemented an operational pause as it prepared for its assault the next morning. Company L, which

had the difficult task of clearing buildings behind Companies I and K, had suffered most of the battalion’s casualties on the first day of fighting. However, as the battalion

held the position at Jolan Park, it continued to take mortar fire during the night. One mortar strike destroyed

Company K commanding officer Captain Jent’s vehicle.

Marines also faced effective sniper fire that le one Marine and an Iraqi soldier dead. Company A, 2d Battalion,

7th Cavalry, remained at Jolan Park through the night as

it prepared for its next mission and destroyed the large

weapons cache it found on the scene.

119

25
Around 1800 hours, 3d Battalion, 5th Marines,stopped

their attack for the night while 3d Battalion, 1st Marines,

remained abreast Phase Line Cathy at the Jolan Park. Five

hours later Task Force 2-7’s commanding officer,

Lieutenant Colonel Rainey, launched Company C, 3d

Battalion, 8th Cavalry Regiment, to attack the next

objective, the Martyr’s Cemetery along Phase Line Fran,

which served as an insurgent command and control

center. Rainey believed the lessons learned a few months

earlier in an-Najaf—grab a piece of open terrain that

would provide good fields of fire and kill the enemy while

defending it—would work well for him here. Company C,

3d Battalion, 8th Cavalry, moved down Phase Line Henry,

beyond the protection of Regimental Combat Team 7 on

the eastern flank and 3d Battalion, 1st Marines, on the

west and turned on Phase Line Fran toward the Martyr’s

Cemetery, again attacking through the objective, dismounting, and clearing back.

120 “We received sporadic

sniper fire, mortar rounds, and RPGs [rocket-propelled

grenades],” recalled U.S. Army Captain Peter C. Glass. “It

didn’t look like they had a defined defense. It looked like

their defense got more elaborate as we pushed south.

When I secured that, I put a platoon in the west, a platoon

in the east, and the infantry platoon had the inner cordon.

ey cleared all those schoolhouses in that area.”121 At one

point, the soldiers came under fire from the adjacent

mosque, which Apache helicopters from the 4th Aviation

Brigade eventually neutralized aer higher headquarters

denied Glass’s request for artillery or close air support.

is move put Task Force 2-7 on the main supply route

ahead of schedule. It also put Regimental Combat Team

1’s assault battalions in a good position for the next day’s

attack.

122

9 November:

Regimental Combat Team 7’s Continued

Assault through the Northeast

At the same time that Regimental Combat Team 1’s three

battalions were advancing gradually southwest, Colonel

Tucker’s Regimental Combat Team 7 advanced southward to clear the eastern section of the city to Phase Line

Fran (Highway 10). On Regimental Combat Team 7’s

26

Photo by LCpl Ryan L. Jones

The Marines and soldiers advancing into Fallujah uncovered weapons caches throughout the city. Here a Marine from 3d Battalion, 1st Marines,

carries a load of weapons found during the assault.
eastern flank, Task Force 2-2’s heavy armor and mechanized infantrymen had rapidly moved during the night

through fortified positions and tenacious groups of insurgents along the city’s eastern edge.

As the sun came up, however, Task Force 2-2’s soldiers

began to take heavy fire from the southern half of the city,

past Phase Line Fran.

123 “We were going to set up a hasty

defense there and conduct a tactical pause to refit,” recalled

U.S. Army Captain Jeffrey R. Emery, 1st Platoon leader,

Company A, 2d Battalion, 2d Infantry, “but it didn’t quite

work out, because once daylight hit and we were trying to

get set up, we started taking pretty heavy fire.”124 Captain

Emery noted the effectiveness and precision of the insurgent attacks. “We got up there [Phase Line Fran], took

some fire, dropped off dismounts in the buildings and

cleared so they could get a foothold and get in the fight,

too, and once that happened, RPGs [rocket-propelled

grenades] were just being launched from the south side of

Highway 10 and they were fairly accurate. ey were actually impacting the buildings where we had dismounted

troops and were impacting pretty close to the vehicles.”125

However, while the insurgent fire was persistent, it was not

organized and it was clear to the soldiers of Task Force 2-

2 that the rapidity of their assault had caught the insurgents by surprise. Captain Neil S. Prakash, USA, whose

Company A, 2d Battalion, 63d Armored Cavalry, had

reached Phase Line Fran around 0900 hours, recalled, “It

seemed that we really advanced faster than the enemy expected, and they were falling back to regroup.ey weren’t

ready yet to stand toe-to-toe.”126

In the center on Regimental Combat Team 7’s line, 1st

Battalion, 3d Marines’ companies waited in the homes

and alleys taking sporadic fire for about two hours before

being given the orderto move out just before dawn.

127 Just

aer sunrise on 9 November, however, 1st Battalion, 3d

Marines, came into heavy contact with groups of insurgents, many fleeing Task Force 2-2’s rapid assault on their

eastern flank. Captain Garcia recalled, “We’re reorganizing, making sure everybody’s there. Sun starts [to rise],

and it’s just quiet, dead quiet. . . . As the sun started rising,

we just started receiving small arms and rocket-propelled

grenade [rocket-propelled grenades] just out of every27

Photo by SSgt Jonathon C. Knauth

An M1A1 Abrams from 2d Tank Battalion attached to 1st Battalion, 8th Marines, waits for personnel and vehicles (such as the M1114 HighMobility Multipurpose Wheeled Vehicle [HMMWV] to its right) to move away before it fires on a suspected insurgent position in Fallujah. Both

types of vehicles gave the 1st Marine Division the mobility and power needed to rapidly sweep across the city.
where, out of every nook and cranny.”128 As the battalion

came in contact, 1st Battalion, 3d Marines, fought quickly

through insurgents, attacking to protect 1st Battalion, 8th

Marines’ flank. Company C, 1st Battalion, 3d Marines,

advanced down the battalion center, Company A advanced along the battalion’s right, and Company B moved

on the le along Task Force 2-2’s axis of advance.

129

Approximately 150 meters into the city, Company C,

1st Battalion, 3d Marines, killed several insurgents as they

came upon the al-Tawfiq Mosque and suppressed rocketpropelled grenade fire with main tank rounds. A small

group of Iraqi soldiers from the 5th Battalion, 3d Brigade,

Iraqi Army, led by Marine advisor Captain Brian T. Mulvihill, cleared the mosque aer tank fire breached the

compound walls. Although the Marine advisors were not

supposed to lead the Iraqis, most of the Iraqis would not

cross the open field in the face of machine-gun fire, and

those that did had to be prompted by Marines.

130 Once

inside the compound, Company C came up to the

mosque with the remaining Iraqis, and discovered

weapons that had been discarded and others partially

broken down in solvent, indicating that Marines likely

caught them by surprise and forced them to flee in a

hurry.

131 Company C remained at the mosque with the

Iraqi soldiers to rest before moving toward their next objective. During this time, Company C commanding officer Captain Tennant asked a U.S. Army sergeant from the

psychological operations section to use the mosque

speakers to broadcast a surrender message. e insurgents only responses came in the form of rocket-propelled grenades and small-arms fire.

132 On the west of

Colonel Tucker’s line, 1st Battalion, 8th Marines’ Companies B and C prepared for their attack down Phase Line

Ethan.

Task Force High Value Target’s SEAL and reconnaissance teams decided to move out on their own about 500

meters ahead of the companies to get good support-byfire positions to prevent insurgents from moving across

the seam and between 1st Battalion, 8th Marines, and 1st

Battalion, 3d Marines. However, when artillery fired a

white phosphorous smoke mission to screen 1st Battalion, 8th Marines’ advance, the projectiles landed around

28

Photo by Cpl Joel A. Chaverri

GySgt Ryan P. Shane (center) and another Marine from 1st Battalion, 8th Marines, recover a fatally wounded Marine while under enemy fire

during the Second Battle of Fallujah.
Task Force High Value Target teams, which covered their

movement but also slightly injured some members of the

team. ese deadly projectiles also exploded over Company B, 1st Battalion, 8th Marines, forcing them to fall

back. Meanwhile, one of 1st Battalion, 8th Marines’ tanks

encountered an errant U.S. Army tank moving toward it

on Phase Line Ethan, which fired in its direction before

the Marines of 1st Battalion, 8th Marines, made contact

with it and escorted it out of its zone.

133

Once 1st Battalion, 8th Marines’ companies moved out

they started receiving intense small-arms fire from their

west. e battalion believed this was actually friendly fire

from Regimental Combat Team 1 directed at insurgents

fighting between the two assault regiments. Companies

B and C subsequently waited at their positions until it was

over.

134 Aer that, both rifle companies faced increasing

resistance along Phase Line Ethan as they closed on their

objectives, battling through machine-gun fire, snipers,

and a large number of insurgents. ey also encountered

IEDs, including a vehicleborne IED, and a suicide

bomber with an explosive vest who blew himself up trying to kill Marines.CompanyA, 1st Battalion, 8th Marines,

was to begin its assault on the Fallujah government center a few hours later during the early morning of 9 November, but Lieutenant Colonel Brandl decided to delay

its assault to allow Companies B and C to reach and secure their objectives.

135

Company B, 1st Battalion, 8th Marines, began its assault on the Islamic Cultural Center by crossing a six-lane

road where it endured heavy machine-gun and sniper

fire. Once across the dangerous road, Company B’s

Marines secured the Islamic Cultural Center by 0900,

then waited to support Company C’s assault on the alHadrah Mosque. Company B’s Marines found numerous

weapons, munitions, and IED-making material inside the

Islamic Cultural Center.

136

At about 1030 hours, Company C, 1st Battalion, 8th

Marines, and the Iraqi emergency response unit assaulted

the al-Hadrah Mosque as Company B provided support

from the Islamic Cultural Center. To direct his company’s

assault, Captain Bethea, his first sergeant, and the Iraqi

emergency response unit liaison officers maneuvered

under fire to the second floor and then to the roof of the

last concealed position across the street from the al29

Photo by Sgt Jonathan C. Knauth

Marines from Regimental Combat Team 7 prepare to attack insurgents inside a Fallujah mosque on 10 November 2004.
Hadrah Mosque. Captain Bethea directed the tanks to destroy the enemy sniper and small-arms fire positions located east of the mosque while coordinating with the

Iraqi emergency response unit liaison officer to determine the best locations to breach the mosque walls. Captain Bethea ordered the tanks to fire main gun rounds

and create three breach holes along the mosque’s north

wall, create two breaches along the west wall, and destroy

potential vehicleborne IEDs outside of the mosque.

Captain Bethea then ordered one tank to establish a

battle position oriented to the east and another tank to

establish a battle position oriented to the south. Once the

tanks were in position, he ordered 2d Platoon of Company B to throw smoke grenades to conceal the Iraqi

emergency response unit’s subsequent assault. Simultaneously, the emergency response unit soldiers followed

their liaison officers through the smoke screen into the

al-Hadrah Mosque. Once inside, the unit discovered

rocket-propelled grenades, hand grenades, rifles, AK47s,

bloody load-bearing vests, and AK47 magazines. e

back of the mosque contained an infirmary with several

beds, a dead insurgent in a bed, and medication.

137 In the

Islamic Cultural Center across the street from the alHadrah Mosque, Company B’s Marines found numerous

weapons, munitions, and IED-making material.

138

As it held its position on Company C, 1st Battalion, 8th

Marines’ flank, Task Force High Value Target’s Team 1 suffered two casualties asit fought with insurgents. Company

C also suffered two casualtiesfrom snipers asit evacuated

Team 1’s Marines.

139 e task force’s forward air control

officer, Major David C. Morris, recalled the difficulty of

extracting the Marines: “e problem was that we didn’t

know where everybody was. So we couldn’t call in CAS

[close air support], because we’d get on the top of the

building and I look over, 100 meters to our east, there’s a

squad of Marinessetting on the top of a building. I look up

150 meters to my northwest, and there’s another squad of

Marines . . . I look up a couple 100 meters to the north,

and there’s another group of Marines on the building.”140

Further east, Company C, 1st Battalion, 3d Marines,

advanced toward the Mujahareen Mosque with Company

B on its east and Iraqi soldiers and Company A following

behind. As the company moved, it came under fire from

small groups of insurgents on the side streets.

141 “Literally every single step of the way,” recalled Captain Tennant,“we were engaging the enemy.”142 Upon securing the

Mujahareen Mosque, Company C moved to the Lucia

Harim Mosque, about 200 meters away. As Marines

crossed a wide multilane road under fire, Captain Tennant recalled,“I stepped out into the street and I saw bullets marking the ground as I ran. I mean literally bouncing off the street in front of me as I took steps across the

street.” Once across the street, Tennant recalled, “We

started to clear some buildings to redistribute ammo,

drink some water, throw some chow down real fast, catch

our breath, and push the tanks up to get a visual on what

the objective looked like.”143

Advisors Captain Mulvihill and Staff Sergeant Anthony

Villa led Iraqi soldiers into the mosque compound to secure it. “It was daytime now, and the Iraqis were a little

more willing to fight,” Mulvihill recalled.“ey had some

confidence now that they saw the Marines who were

killing people, that no Iraqis were hurt or killed yet. . . . It

still took me and Staff Sergeant Villa being the first ones

into the compound and leading them in again. Shouldn’t

be doing that, but we had to at this point.”144

Meanwhile, Task Force 2-2’s Company A, 2d Battalion,

2d Infantry, and Company A, 2d Battalion, 63d Armor,

realigned theirforces and gained better observation points

30

Photo by SPC Robert Sheets, USA

U.S. Army Task Force 2-2 provided Regimental Combat Team 7 with

an armored, highly mobile unit for its assault on eastern Fallujah. The

task force was commanded by LtCol Peter A. Newell, pictured here as

a colonel in 2010.
31

and fighting positions. ey began to engage insurgents

with indirect fire, as Task Force 2-2’s engineers cleared

Main Supply Route Michigan of IEDs. In one instance, as

Company A, 2d Battalion, 63d Armor’stankssat on Phase

Line Fran coordinating indirect fire on insurgent positions

in the industrial district, company commander Captain

Prakash ordered artillery fire on a building next to a

mosque aer observing groups of insurgentsrunning into

it.

145 Following a 20-round bombardment, insurgents

came stumbling outside, coughing from the smoke.

Prakash subsequently ordered a second bombardment.

146

Aer Company A, 2d Battalion, 2d Infantry’s soldiers

had neutralized insurgents fighting along Phase Line

Fran, the soldiers attacked 300 meters into the industrial

district, securing an entry into the city for resupply and

medical evacuation, and then waited for the regiment’s

two remaining battalions to finish clearing buildings and

catch up. Newell then directed his soldiers to clear the

buildings behind them that they had bypassed during

their rapid assault to Phase Line Fran. He also used the

opportunity to cycle his tanks and vehicles back for fuel

and allow his soldiers some sleep. roughout the day,

Company A, 2d Battalion, 2d Infantry, along with 2d Battalion, 1st Iraq Intervention Force, conducted searchand-attack missions in northeastern Fallujah. e Iraqi

soldiers engaged a determined group of insurgents, and

Newell was forced to send two tanks back to support

them.

147

In the center of Regimental Combat Team 7’s line, 1st

Battalion, 3d Marines, encountered bands of insurgents

fleeing Task Force 2-2’s rapid assault. As the insurgents

attacked, speakers on a nearby mosque broadcast antiU.S. propaganda. As the battalion’s commander, Lieutenant Colonel Ramos, later recalled, “I’ll never forget it

as long as I live; the chanting that was going on. It was

tribal, it was savage, it was intense, and it was—it was

scary. I wanted to destroy that mosque.”148 One of the battalion’s interpreters revealed that the recording declared

“Citizens of Fallujah, stand up, the infidels are here. Kill

them, kill them all.”149 Aer a short respite, Company C,

1st Battalion, 3d Marines, resumed their attack on the

structure itself where Marines cleared buildings around

the mosque, and Iraqi soldiers cleared the actual building. Aerward, Captain Tennant sent a patrol to search a

parking lot east of the mosque where Company C discovered a large weapons cache and 20-foot tractor-trailer

containers full of different weapons. During this search,

Captain Tennant’s Marines witnessed a gruesome sight:

“Almost as soon as these insurgents were dead,” Captain

Tennant explained, “the dogs started gnawing on their

bones.”150 Meanwhile, Captain Garcia’s Company B, 1st

Battalion, 3d Marines, had reached Phase Line Fran

around 1330 hours, and the remainder of Lieutenant

Colonel Ramos’ battalion reached the position before

nightfall on 9 November.

151 At this point, Captain Lee A.

Johnson’s Company A, 1st Battalion, 3d Marines, moved

across Phase Line Fran, and began clearing the homes

and buildings in their objective area.

152

Aer a day of hard fighting, Colonel Tucker’s three

assault battalions held for the night. Meanwhile, Spectre

gunships worked throughout the night to kill insurgents

attempting to maneuver, which allowed the soldiers and

Marines of both regiments to rest.

153 By the end of the day

on 9 November, the relentless bombing successfully

eroded the insurgents’ command and cohesion, which

allowed soldiers and Marines to advance rapidly through

parts of the city. As expected, soldiers and Marines encountered concentrations of insurgent forces in fortified

positions during their first day of combat, along with

snipers,rocket-propelled grenade teams, and indirect fire.

However, the assault force’s rapid penetration into the city

and overwhelming firepower had quickly eroded enemy

defenses. Many insurgents began to fall back into the city,

while others hid as the Marines and armor passed by,

hoping to attack from behind. “e rapid penetration by

U.S. Army’s heavy armor completely fractured the enemy’s

defenses and the sudden deep penetration behind their

lines caused a psychological blow,” Lieutenant Colonel

Buhl observed, “ey [insurgents] never were able to

really coordinate defenses, especially when we applied

our combined arms against them.”154

e ird Day:

Regimental Combat Team 1 from the Jolan

District to the Euphrates River

Before dawn on 10 November 2004, Company C, 3d Battalion, 8th Cavalry, moved west along Phase Line Fran

from its position at the Martyr’s Cemetery to cover the

area surrounding Fallujah’s two bridges spanning the Euphrates.

“From our experience in Najaf,” recalled company commander Captain Glass, “we knew that the enemy didn’t

fight at night. ey tended to hunker down and gather

themselves and rest. So we used the cover of darkness to

get behind their lines.”155 About the same time, Company

A, 2d Battalion, 7th Cavalry, moved back to the train station from the Jolan Park to refit, rearm, and refuel. While

refitting, the company’s commanding officer, Captain Edward S. Twaddell III, USA, received orders to conduct reconnaissance of the two bridges.

156
As the sun came up, 3d Battalion, 1st Marines, attacked

west, passing in front of 3d Battalion, 5th Marines. Company K attacked west toward the al-Kabir Mosque as forward observers fired artillery about 100 meters ahead of

Company K’s advancing Marines, clearing IEDs and

rooops along the way.

157 “As soon as the sun came up,”

recalled First Lieutenant John Jacobs, platoon commander

of 2d Platoon, Company K, 3d Battalion, 1st Marines,

“they started hitting the area around the mosque with

artillery and they dropped two 500-pound bombs.”158 e

attack destroyed the buildings surrounding the mosques,

which were full of explosives, but as Lieutenant Colonel

Buhl noted, the mosque itself was le “completely intact.”159

e artillery was effective in chasing insurgents from

the area, and many attempted to swim across the river

where 3d Battalion, 1st Marines’ forward observers killed

them with artillery fire. Major Christeon C. Griffin, the

battalion’s operations officer, recalled that the attack toward the Euphrates River“was largely uncontested . . . the

artillery really facilitated some rapid maneuver to the

west.”160 Company L fought through several groups of insurgents, including a barrage of hand grenades, as it

moved between Phase Line Cathy and Phase Line Donna

toward its company objectives, a water treatment facility

and a school on the banks of the Euphrates River. In one

case, Company L used white phosphorous smoke to

screen its movement and dislodge insurgents hiding in

the palm groves along the river.

161

e 3d Battalion, 1st Marines’ three-hour move westward adversely affected 3d Battalion, 5th Marines’ ability

to put indirect fires to the south.

162 As it waited for 3d Battalion, 1st Marines, to cross in front on Phase Line Cathy,

3d Battalion, 5th Marines, conducted a boundary shi

aer dawn that brought them between the Euphrates

River and Phase Line Jacob, so they were able to attack

south through the Jolan District. When 3d Battalion, 5th

Marines, finally began its assault, Company L advanced

through heavy insurgent rocket-propelled grenade and

indirect fire along the river and seized the Abu Ayyub alAnsar Mosque and other key terrain just south of Phase

Line Beth. At the same time, Company K maneuvered

down the center and Company I moved down the eastern

flank.

163 During their assault along the river, the third pla32

Photo by LCpl Ryan L. Jones

Marines from 3d Battalion, 1st Marines, advance through the Jolan District during the initial assault into Fallujah on 9 November 2004.
toon from the battalion’s Company L killed three insurgents inside a house. One Marine was wounded in the

fight. Soon aerward, Company L’s Marines engaged a

large group of insurgents behind the house in the marshes

just north of the bend in the river. ese insurgents had

earlier ambushed the small cra company attempting to

pass and began to advance on Company L for about 20

minutes until the rifle company’s forward observers directed heavy 81mm mortar fire on them.

164

Confident that the insurgents could not launch a counterattack, Lieuteant Colonel Malay deployed his full battalion in full force, without reserves.

165 Soon aer

beginning its assault, however, 3d Battalion, 5th Marines,

came under fire from insurgent snipers in buildings and

rocket-propelled grenade teams on the streets, suffering

several casualties. ey also encountered complex, indepth defenses with mutually supporting fields of fire,

ambushes in courtyards, and well-trained foreign fighters. e 3d Battalion, 5th Marines, quickly returned fire

and attacked enemy strong points as Marine and SEAL

sniper teams provided overwatch and support-by-fire. As

Marines entered the buildings, the fighting became intense and close when they encountered machine guns

and fortified positions. November 10 would be the heaviest day of fighting for 3d Battalion, 5th Marines.

166

Deploying its combined antiarmor team forward to

screen the road ahead, Company K attacked with three

platoons. Company K’s Marines soon discovered eight

Iraqi bodies in the street that were believed to have been

executed: seven were shot in the head and one had his

feet cut off.

167 As Company K moved south, they located

and destroyed two insurgent observation posts. As they

drew closer to Phase Line Cathy, they came into contact

with different insurgent sniper and rifle-propelled

grenade teams in the streets immediately north of 3d Battalion, 1st Marines’ positions.

In the early aernoon, 3d Battalion, 5th Marines, was

finishing the day’s attack through the Jolan District while

3d Battalion, 1st Marines, held blocking positions about

two blocks south along Phase Line Cathy, preventing the

enemy from escaping south.

168 Meanwhile, around 0900,

Company A, 2d Battalion, 7th Cavalry, le the train sta33

Photo by LCpl Benjamin J. Flores

Marines from the 3d Battalion, 5th Marines, pause in their advance into Fallujah on 12 November 2004. They are standing in front of an M1114

High-Mobility Multipurpose Wheeled Vehicle.
tion to monitor the city’s main bridge. e company

moved south down Phase Line Henry to Phase Line Fran,

then moved west across Phase Line Fran, past Captain

Glass’s Company C, 3d Battalion, 8th Cavalry Regiment,

to the new bridge and eliminated a squad-size element of

insurgent defenders in a short engagement. e company

conducted a visual reconnaissance of the bridge but did

not cross it due to concerns that the span was boobytrapped with improvised explosives. ese concerns were

shown to be legitimate, as it was discovered that insurgents had dug holes in the bridge in which they placed

mines and then covered them up with asphalt or melted

tires.

169 With the bridge secure, Company A, 2d Battalion, 7th Cavalry Regiment, then attacked north along the

river road to the northern bridge, quickly defeating another 10 to15 insurgents, and then assumed overwatch

positions until 3d Battalion, 1st Marines, came in to secure and hold the bridges.

170

Regimental Combat Team 1’s advance unfolded according to plan. As the 3d Battalion, 5th Marines, proceeded south, the other two battalions had pivoted

westward, with the 3d Battalion, 1st Marines, advancing

across the middle of the Jolan District and Task Force 2-

7 moving toward the two Euphrates bridges. Meanwhile,

the 4th Iraq Intervention Force moved along the regiment’s eastern flank to screen for insurgents fleeing westward in the face of Regimental Combat Team 7’s attack.

Another Iraqi force, the 1st Iraq Intervention Force, conducted house-to-house search-and-clear operations in

the regiment’s rear.

171 e latter force, working alongside

3d Battalion, 5th Marines’ Task Force Bruno, uncovered

significant numbers of ammunition and weapons caches.

e battalion operations officer, Major Desgrosseilliers,

recalled, “ey’d go into a house and find stuff a lot

quicker than we would.”172

Company K, 3d Battalion, 1st Marines, fought to secure

the al-Kabir Mosque while Companies I and L secured

the school and water treatment facility along the Euphrates River. Company L endured friendly artillery fire

at its position at the school as forward observers continued calling fire on insurgents attempting to flee along the

river. With their objective secure, Companies I and L then

34

Photo by LCpl Ryan B. Bussel

A CH-46E Sea Knight helicopter from Marine Medium Helicopter Squadron 268 performs a casualty evacuation for 3d Battalion, 5th Marines,

on 10 November 2004. Marine rotary-wing assets provided critical support throughout Operation al-Fajr.
cleared areas along the Euphrates River. Company K finished securing the al-Kabir Mosque around 1600 hours,

having discovered several small weapons caches in the

process. Aer sweeping across the Jolan District between

Phase Line Cathy and Phase Line Elizabeth, 3d Battalion,

1st Marines, ended the day’s assault and established company defensive positions for the evening.

173

Just north of 3d Battalion, 1st Marines, 3d Battalion,

5th Marines, began to engage a determined enemy occupying fortified positions inside homes, hoping to draw

Marines into their kill zones. ese kill zones included

courtyards, rooms, and hallways, where insurgents skillfully employed machine guns, rocket-propelled grenades,

and assorted small arms to ambush Marines using mutually supporting fire. In eliminating these strong points,

the Marines faced intense squad-level house-to-house

fighting that would characterize the nature of fighting

throughout the rest of the battle.

Indicative of this fighting was a series of simultaneous

engagements that Company K, 3d Battalion, 5th Marines,

found itself in. At around 1300 hours, the first squad of

Company K’s 3d Platoon encountered a fireteam-size element of insurgents manning a hardened RPK machinegun position inside a building as the squad leader, Sergeant Jeffrey L. Kirk, opened the gate leading into the

courtyard and began to lead his squad toward the building. Only steps into the courtyard, an insurgent threw a

grenade at Kirk. Upon hearing their squad leader shout

“grenade!” Kirk’s Marines quickly withdrew outside the

courtyard and moved away to a corner of the courtyard

concealed from the doorway. Cut off from his Marines,

Kirk found himself behind a narrow pillar that offered little protection. On his right was a window into the building that he could not see through, but he believed the

enemy could see him—and behind him was another door

into the building.

174

Believing it his best chance for survival, Kirk bolted

through the gate to rejoin his Marines, evading machinegun fire. He then organized a new assault on the building.

Seconds later, Kirk threw a grenade into the building just

as an insurgent threw one at him, but the insurgent’s

grenade did not go off. Kirk then led his Marines into the

courtyard, moving le of the machine-gun fire, and threw

another grenade into the building before making entry

35

Photo by LCpl James J. Vooris

A Marine (left) from Company I, 3d Battalion, 5th Marines, and an Iraqi soldier search a room in Fallujah during Operation al-Fajr.
amid the smoke of the grenades. However, the machinegun fire forced Sergeant Kirk and his men to withdraw.

Kirk attacked the room a second time with grenades and

M16A4 rifle fire and was shot in the buttocks as he entered the doorway. Despite his wound, Sergeant Kirk

killed the insurgent machine-gunner. However, other insurgents in the building opened fire and threw grenades,

which forced Sergeant Kirk and his Marines to withdraw

again. As they fell back, Kirk and his Marines continued

to fire and throw grenades at the insurgents, killing some

of them. Although he was wounded, Sergeant Kirk refused medical attention and made 10 individual assaults

on the building until he and his Marines finally succeed

in killing all of the insurgents and clearing the building.

During Sergeant Kirk’s firefight, elements of 3d Platoon

and the combined antiarmor team section supporting the

company came into contact about two blocks ahead of

Company K’s advance. Meanwhile, Lance Corporal Ryan

W. Sunnerville’s fire team from 1st squad, 1st Platoon, finished clearing a building aer killing an insurgent with a

rocket-propelled grenade and finding a large weapons

cache, and moved toward the next building. As he did,

Lance Corporal Erick J. Hodges killed an insurgent on

the road with his squad automatic weapon before entering the next compound. Hodges led the fireteam through

the gate and cut diagonally right across the courtyard toward the first door he spotted, with Sunnerville following behind. Aer finding the first door locked, Hodges

moved around the le corner of the building back into

the courtyard toward the second door where he was cut

down by enemy machine-gun fire coming from a loophole in the wall next to the doorway. Sunnerville and

Hospital Corpsman Alonso A. Rogero were also wounded. e remainder of Sunnerville’s fireteam took cover behind the wall of the house near the first closed door.

Corporal Jeremy M. Baker, a fireteam leader from 2d

Squad, 1st Platoon, was on the road outside the compound and saw the fireteam huddled in the corner and

ran through the kill zone to support them amid enemy

machine-gun fire. Private First Class Christopher S.

Adlesperger told Baker that Hodges had been hit and was

dead just before insurgents in the building threw

grenades and fired on the Marines. Both Baker and

Adlesperger used their own bodies to shield Rogero and

Sunnerville from the fragmentation.

175

Corporal Baker saw a ladder well to the rooop and ordered Adlesperger to clear both it and the rooop. Once

cleared, Baker and Adlesperger helped move Sunnerville

and Rogero to the roof. Adlesperger threw a fragmentation grenade into the courtyard and Sunnerville threw a

grenade toward the ladder well, but it hit the wall and

bounced back within two meters of them. Baker and

Adlespergerimmediately grabbed Sunnerville and Rogero

and pulled them to cover behind a wall on the L-shaped

roof. e grenade detonated and there were no furtherinjuries. While changing magazines on his M16A4, Adlesperger saw two insurgents run toward the ladder well. He

then threw a grenade down, forcing one insurgent to expose himself, and Adlesperger shot him; he forced the

other to run into the street where Marines immediately

killed him.

176

Outside the compound, the company came under heavy

sniper, small-arms, and rocket-propelled grenade fire,

which pinned down 1st Platoon’s commander and his machine-gun team. As Captain McNulty and a SEAL sniper

team moved to a rooop immediately southwest of Adlesperger’s position to gain observation and provide supportby-fire, they observed Adlesperger shooting down on

insurgents with an M203 40mm grenade launcher

through a barred window. Although the distance did not

give Adlesperger’s grenades time to arm, the actions did

flush out insurgents. Adlesperger then saw three insurgents run into the courtyard directly below and promptly

killed two of them. He then shot the third insurgent who

paused to look up at him while attempting to steal the gun

sight from Lance Corporal Hodges’s M249 squad automatic weapon and then returned to Baker’s position,

where he had triaged and stabilized the casualties. Meanwhile, another squad moved from rooop to rooop toward Adlesperger’s position and found the wallseparating

the buildings too high to climb over. e squad then

pushed the wall over with their shoulders and helped

evacuate the wounded.

177

An amphibious tracked vehicle arrived and fired .50-

caliber machine-gun rounds into the building, which set

off a weapons cache and started a fire in the house. Soon

aerward Captain McNulty arrived with the platoon sergeant and Corporal Terrance J. Van Doorn’s 3d Squad and

received a situation report. He then ordered 3d Squad,

Corporal Baker, and Private First Class Adlesperger to set

a support-by-fire position on a rooop to the south.

However, aer clearing the house they found that the

rooop wall was too high. e squad came back to McNulty where they used the amphibious tracked vehicle to

break down the side gate. McNulty’s team donned their

gas masks, and Adlesperger and Baker threw high-concentrate smoke into the buildings to suffocate insurgents

before McNulty threw fragmentation grenades. Baker,

Adlesperger, and McNulty assaulted the building and destroyed the remaining insurgents. Aer securing the

36
building, Company K, 3d Battalion, 5th Marines, moved

through the broken gate and rubble to recover Hodges

and discovered residue from gunshots on back of his

head, indicating that he had been shot at close range.

178

Private Adlesperger would be killed a month later, on 9

December, while clearing another house in Fallujah. He

would receive the Navy Cross for his actions on 10 November 2004.

e battalion’s Companies I and L similarly encountered heavy resistance from a determined enemy as they

advanced toward Phase Line Cathy, including 81mm

mortar fire.

179 Once 3d Battalion, 5th Marines, finally

eliminated enemy strong points in the Jolan District, they

continued to search and clear buildings as they moved

toward Phase Line Cathy. As they cleared homes, they

discovered numerous weapons caches, civilians inside

homes, and insurgents surrendering. Aer a full day of

fighting, 3d Battalion, 5th Marines, finally reached Phase

Line Cathy and stopped its assault to rest and recover for

the evening.

10 November:

Regimental Combat Team 7 Seizes

the Government Center

In Regimental Combat Team 7’s sector, Company A, 1st

Battalion, 8th Marines, le the line of departure in amphibious assault vehicles at 0400 hours to begin its assault

on the government center. ey advanced rapidly down

Ethan, turned west on Phase Line Cathy at the al-Hadrah

Mosque, then finally advanced south again on Phase Line

Frank, reaching the government center. Company A’s attached tanks and amphibious assault vehicles breached

the compound wall in several locations. Marines then dismounted, entered the compound, and set up a 360-degree security perimeter before assaulting the buildings

with shoulder-launched, multipurpose assault weapons

to get into the buildings. As they penetrated deeper into

the compound, however, they confronted two lines of

enemy defenses, one inside the compound and a second

across Main Supply Route Michigan. Defeating these insurgent lines would occupy 1st Battalion, 8th Marines, for

the next 36 hours.

180

37

Photo by LCpl Jeremy W. Ferguson

LtCol Michael R. Ramos (center), the commander of 1st Battalion, 3d Marines, speaks with an Iraqi during Operation al-Fajr.
As the sun came up, Company A, 1st Battalion, 8th

Marines, had secured the government center on Phase

Line Fran. With Company A now occupying the government center, Company B attacked the nearby Iraqi National Guard complex. During the assault, Company B’s

Marines came under sniper fire from the minarets of a

mosque on Phase Line Fran,requiring AH-1 Cobra attack

helicoptersto attack the minarets around 0930 hours with

Maverick and Hellfire missiles. Once Company B secured

the Iraqi National Guard complex, Company B commanding officer Captain Read M. Omohundro sent a platoon across Phase Line Fran to secure a five-story building

from which insurgents had been attacking on the rooop.

Once insurgentsrealized where Marines were firing from,

Company B’s Marines endured a lengthy engagement with

insurgents for the rest of the day as observers from the

company’s fire support team coordinated artillery on the

attacking insurgents. Meanwhile, Company C continued

to hold at the al-Hadrah Mosque and continued to encounter snipers and bands of maneuvering insurgents.

181

In the center of Regimental Combat Team 7’s line, 1st

Battalion, 3d Marines, began clearing areas in its sector

they had bypassed the day before.

182 “We never really got

a formal order at that point to begin searching house-tohouse,” company commander Captain Tennant recalled,

“but tactically it made sense to me to make sure that nobody crept up to get right close next to [Company C] to

ambush or even just to gain intelligence about what we

were doing.”183 Asthey searched, 1st Battalion, 3d Marines,

soon discovered numerous weapons caches, new military

equipment, and drugs. ey also battled groups of insurgents waiting in ambush for them.

ese ambushes demonstrated the challenges Marines

faced as they cleared Fallujah’s structures one by one. In

another example, one of Company C’s squads cleared the

first floor of a building. As they advanced up the stairs,

insurgents killed Lance Corporal Aaron C. Pickering and

wounded the other Marines who were with him. e

enemy forces commenced firing armor-piercing rounds

through the floor at the Marines below, pinning them

under the stairwell, and threw grenades down the stairs.

e remainder of Company C came to the squad’s rescue

and attempted to extract the trapped Marines through

windows and walls. During the rescue attempts, insur38

Photo by SSgt Jonathan C. Knauth

Marine SSgt Scott Perry (left) and another Marine of Company B, 1st Battalion, 8th Marines, throw grenades into an insurgent stronghold.
39

gents killed Hospital Corpsman 3d Class Julian Woods

when he tried to enter through the front door. Finally,

Captain Tennant sent a D9 bulldozer to the platoon commander, First Lieutenant Dustin M. Shumney, who used

it to knock down a wall and free his embattled Marines.

184

On the other side of Phase Line Fran, Company A, 1st

Battalion, 3d Marines, continued clearing homes and

buildings with Iraqi soldiers. During the operation, an insurgent pretending to be dead shot a U.S. Army advisorin

the head. With many Iraqi units already short of advisors,

Company A commander Captain Johnson gave his executive officer and a radio operator to the Iraqi unit and

then used the unit as one of his own platoons.

185

On Regimental Combat Team 7’s east flank, Company

A, 2d Battalion, 2d Infantry, continued clearing buildings

north of Phase Line Fran and encountered a determined

enemy that fought from occupied buildings. In one encounter, U.S. Army Staff Sergeant David Bellavia’s platoon

engaged several insurgents in a fierce close-quarters battle that injured several soldiers. In an effort to save his

wounded soldiers, Bellavia reentered the building and

fought insurgents single-handedly. With Regimental

Combat Team 7’s three assault battalions reaching Phase

Line Fran ahead of schedule and securing Main Supply

Route Michigan, Colonel Tucker shied his logistics and

line of communication to the main supply route.

186

Company A, 1st Battalion, 8th Marines, began taking

accurate sniper fire around 1400 hours from across Main

Supply Route Michigan, while occupying the police

building inside the government center. Meanwhile, at

approximately 1430 hours, Company C, 1st Battalion, 8th

Marines, began its assault from the al-Hadrah Mosque to

seize the Imam al-Janabi’s Saad Abi Bin Waqas Mosque

(known as the “Blue” mosque for its prominent blue

dome) about 1,000 meters east of the government center.

However, asthey moved out down Route Ethan, Company

C, 1st Battalion, 8th Marines, came under sniper and

machine-gun fire just 200 meters south. Some of that fire

came from the same mosque minaret from which

insurgents had earlier attacked Company B. Company C

used close air support to destroy it.

187

10 November:

General Natonski Revises His Assault Plan

By midday of 10 November, both of 1st Marine Division’s

assault regiments had secured their objectives at Phase

Line Fran, which ran across central Fallujah. General Natonski wanted to press the attack and start an east-to-west

assault through southern Fallujah. However, there were

still pockets ofresistance in the northeast of the city. Concerned about this, Regimental Combat Team 7 commanding officer Colonel Craig Tucker requested a delay

crossing central Fallujah so that his three battalions could

engage and clear the remaining insurgent threats. Concerned that such a move would slow 1st Marine Division’s

momentum, Natonski decided to call “an audible at the

line of scrimmage” and revise his initial assault plan.

In the new plan, a battalion from each regiment would

be held back to continue the clearing operations north of

Phase Line Fran. e 3d Battalion, 5th Marines, would

continue to clear the northwestern sector of Fallujah

while 1st Battalion, 3d Marines, would finish clearing the

northeast. Meanwhile, 3d Battalion, 1st Marines, and

Task Force 2-7 would advance south and clear all areas

west of Phase Line Henry while 1st Battalion, 8th

Marines, and Task Force 2-2 would continue the attack

south, east of the phase line. Natonski ordered the attack

to begin at 1900 on 11 November.

During the evening of 10 November, 1st Battalion, 8th

Marines’ amphibious assault vehicles inserted Task Force

High Value Target near the government center, about 100

meters west of the intersection of Phase Line Ethan and

Fran, to provide overwatch forthe battalion’s Company C,

1st Battalion, 8th Marines’ assault on Imam al-Janabi’s

Saad Abi Bin Waqas Mosque. Around 2200, Company C

began clearing buildings around the mosque.

188 According to Captain Bethea, the tanks drew sniper fire during

the company’s movement to the al-Janabi Mosque. Second Platoon cleared the first row of homes to the west of

the mosque, while 3d Platoon cleared the first row of

homes to the north of the mosque and 1st Platoon cleared

the row of homes north of 3d Platoon. e homes near

the al-Janabi Mosque were large cement structures surrounded by cement walls and metal doors. e Marines

used explosive breaches to enter almost every home.

Once the built-up areas around the al-Janabi Mosque

were secured, Captain Bethea directed the fire support

team to co-locate with the force reconnaissance platoon

on a rooop across an open field located west of the alJanabi Mosque to overlook the mosque and the entire

area surrounding it.

With Marines in place, Captain Bethea coordinated the

assault on the mosque with the Iraqi Emergency Response Unit liaison officer and ordered the unit to move

to the al-Janabi Mosque in amphibious assault vehicles.

At 0300 hours on 11 November, the unit began its movement and subsequent attack to clear the al-Janabi

Mosque.

189 Once Company C moved into support-by-fire

positions around the mosque, amphibious assault vehi-
40

cles brought the Iraqi soldiers right up to the breach

points that the tanks had created in the mosque walls in

the early morning hours. Aerward, Bethea consolidated

his forces. Meanwhile, Company B’s Marines endured insurgent mortar fire during the night as they occupied the

Iraqi National Guard compound.

190

Meanwhile, outside Fallujah, insurgents began attacking the supply routes with IEDs and small-arms fire, including complex ambushes from insurgents hoping to

fight their way into the city. At the same time, soldiers

and Marines sealing the city also witnessed an increase

in the number of civilians fleeing the fighting. However,

U.S. forces allowed only women, children, and elderly to

leave, forcing all military-age men to remain in the city.

191

On the western peninsula, Captain Conway’s Company

C, 3d Light Armored Reconnaissance Battalion, faced increased indirect fire on its checkpoints, and the high

number of IEDs and ambushes on medical evacuation

and resupply convoys forced Task Force Wolfpack to rely

entirely on Main Supply Route Michigan, Highway 10.

192

One such attack saw a vehicleborne IED destroy an ambulance, resulting in the severe wounding of the battalion

surgeon, U.S. Navy Lieutenant Victor Lin, and several

corpsmen. Insurgents similarly attacked Major Miller’s

Company B, 1st Battalion, 23d Marines’ command posts.

Company B, 1st Battalion, 23d Marines, and Company C,

3d Light Armored Reconnaissance Battalion, counterattacked known and suspected points of origin, and conducted simultaneous “cordon and knocks” that detained

11 insurgent suspects and resulted in decreased enemy

attacks.

193

Meanwhile, a Task Force Wolfpack convoy led by

Captain Matthew T. Good suffered one killed and six

wounded in action during a late night direct fire ambush

where insurgents constructed a dirt berm across all four

lanes of Main Supply Route Michigan and covered the

obstacle with small-arms fire. Task Force Wolfpack

responded with armor, rotary-wing, and fixed-wing close

Official U.S. Marine Corps map adapted by History Division
air support.

194 By the end of the day, both of Major

General Natonski’s assault regiments had secured their

initial objectives and had reached Phase Line Fran.

Regimental Combat Team 1 had fought through the

dense, hotly contested urban terrain of the Jolan District

and reached Phase Line Fran aer 43 hours of decisive

operations, ahead of schedule.

195

11 November:

Advancing into Southern Fallujah

As dawn approached on 11 November 2004, the 1st Marine Division prepared for the second phase of the assault

into Fallujah: crossing Highway 10 and clearing the city’s

southern districts. As the two regiments readied themselves for the attack across the central highway, they came

under persistent sniper fire from insurgent forces. e insurgent attacks were coordinated and aggressive. e

units based around the government center, 1st Battalion,

8th Marines, and Task Force High Value Target, in particular, came under determined sniper attack. Nevertheless, the Marine battalion maintained its efforts to prepare

for its southern assault. East of 1st Battalion, 8th Marines’

position, Task Force 2-2 turned over its sector north of

Highway 10 to 1st Battalion, 3d Marines, around 0700

hours. Lieutenant Colonel Newell then prepared his battalion for a southwest attack along the city’s edge to clear

the foreign fighter stronghold of the industrial district.

196

In Regimental Combat Team 1’ssector, 3d Battalion, 1st

Marines,reoriented itself to fight through Fallujah’ssouthwest quadrant, an area that included the space between

Phase Line Henry and the Euphrates River. Company K

attacked down the western flank, Company I attacked

down the center, and Company L attacked down the eastern flank along Phase Line Henry. As they reoriented

themselves along Phase Line Elizabeth, the principal eastwest line dividing the city, 1st Platoon, Company L, 3d

Battalion, 1st Marines, uncovered yet more evidence of

the intimidation that had been going on in Fallujah over

the previous months. Inside the National Islamic Resistance Center, the Marines discovered blood on walls,

bloodstained handprints, and blood-soaked sand used to

clean the floor and the walls in the basement. e room

also held a variety of videos. ese included videos of beheadings, videos of attacks, and training videos providing

instruction in the use of small arms, grenades, map reading, and range and direction finding for mortar and rocket

employment. Finally, Marines found numerous computers, documents, and letters.

Moreover, 1st Platoon found the battle gear of Corporal

Wassef Ali Hassoun. Corporal Hassoun, a Marine of

Lebanese descent, had gone missing from his unit at

Camp Fallujah during the previous summer and later

turned up in Lebanon where he was returned to U.S. custody. e platoon also uncovered identification cards and

other personal items as they swept captured buildings for

intelligence. ey also found further evidence that insurgents were using drugsto enhance their ability to continue

fighting, finding syringes and vials of amphetamines and

similar drugs. Outside the headquarters, Company L’s

Marines discovered an ice cream truck full of weapons and

explosives used to make IEDs.

197

As Company L, 3d Battalion, 1st Marines’ first platoon

established fighting positions on the rooop of the Islamic Resistance headquarters, a large group of insurgents poured out of a mosque and attempted to envelop

the platoon. Although 1st and 2d Platoons provided support by fire to 3d Platoon, they required artillery and

close air support to defeat the insurgent counterattack.

41

Photo by PFC Ralph Fabbri

The center of Regimental Combat Team 1’s line was occupied by the

3d Battalion, 1st Marines, under the command of Col Willard A. Buhl

(pictured here in 2009).
e platoon suffered eight wounded and one killed in action. Later, Company L Marines encountered a number of

insurgents believed to be on drugs, and a building rigged

to explode. Just a few blocks away, Marines later discovered several weapons caches in the Fallujah Martyr’s

Cemetery.

198

Meanwhile, 3d Battalion, 5th Marines, continued houseto-house clearing in the Jolan District. Companies K and

L, 3d Battalion, 5th Marines, held on Phase Line Cathy as

Company I fought through heavy insurgent fire to expand

the battalion’s boundary area of control. As Company I

went house-to-house, Marines found a large weapons

cache with more than 100 AK47s, 40 rocket-propelled

grenades, and a variety of other weapons. Similarly, Company L also found a variety of weapons and munitions

during their own searches. Captain Bitanga later recalled,

“We found everything from TOW [tube-launched, optically tracked, wire-guided] missiles to homemade pistols

made of pipe, rubber bands, and a nail.

199, 200

As Company K searched buildings, it detained a large

number of military-age males, and then found multiple

weapons caches and what appeared to be an execution

and torture chamber in the police captain’s upscale neighborhood home. Company commander Captain McNulty

recalled,

It literally looked like something out of Silence of

the Lambs, and you opened the door and behind

the door there were two execution chambers

built with their own head facilities, which is very

unusual. ere’s typically only one or two per

house.

201

According to Major Bourgeois, the home was

. . . a normal looking home until you opened up

one door, and there were three cells in there;

actual metal cells, with dirt floors, and there was

one freshly killed individual in the first cell, bullet

wound to his face—or to his head, and fresh

blood in there. Hisfeet were cut off. And then you

went into another one, and there were actually

two living individuals who were extremely

emaciated and they looked to be—I don’t want to

say retarded, but they were malnourished to the

42

Photo by SSgt Jonathan C. Knauth

Marines from Company B, 1st Battalion, 8th Marines, scale a wall on a rooftop between houses during the battle for Fallujah in November 2004.
43

point where it affected their brain activity,

because they were just acting strange. And then,

in the farthest cell, which we didn’t unlock, there

was another individual who was apparently shot,

because he was laying face down.

202

During the aernoon of 11 November, 3d Battalion, 1st

Marines, continued attacking through the al-Andalus

District to Highway 10. Company L engaged in heavy

fighting along Phase Line Henry and suffered another day

of heavy casualties. As a result, the company remained in

reserve at Highway 10, continuing to clear and block insurgents retreating north, while Companies I and K continued fighting south. In one action, Company K’s

Marines killed four insurgents and then came across the

body of an insurgent in a nearby room. In fact, the insurgent had been faking death, and when the Marines entered he sprung up and attempted to kill them. Lance

Corporal Justin D. McLeese killed the insurgent with his

shotgun before he was fatally wounded by an improvised

explosive.

203

Meanwhile, in Regimental Combat Team 7’s sector,

Company C, 1st Battalion, 8th Marines, and Task Force

High Value Target moved to the government center for

re-tasking in amphibious tracked vehicles because of the

continuous sniper activity.

204 “As soon as we got off the

tracs,” First Lieutenant Conner recalled, “everybody was

saying like, ‘Run! Get out of the open! ere’s snipers

everywhere!’ And sure enough, you know, you heard the

bullets zinging by.”205 Lieutenant Colonel Brandl replaced

Company A with Company C at the government center

so that Companies A and B could continue advancing

south. Meanwhile, 3d Battalion, 1st Marines’ forward observers and forward air controllers used indirect fires and

air attacks against insurgents in their path.

206As the 1st

Battalion, 8th Marines, began its assault across Main Supply Route Michigan (Highway 10) at 1400, one of the battalion’s platoons was still engaged in a firefight that had

begun that morning.

e first platoon of Company A, commanded by Second Lieutenant Elliot L. Ackerman, had seized a foothold

just across Highway 10 that afforded good fields of fire

the previous night (nicknamed the “candy store” by

Marines). When the sun came up, the platoon surprised

a group of insurgents walking down the street. However,

insurgents reacted to 1st Platoon’s attack by surrounding

the “store,” and two Marines would be injured in the ensuing firefight. Ackerman’s Marines were still heavily engaged at the “candy store” around 1400 hours when 1st

Battalion, 8th Marines, began its assault across Main Supply Route Michigan. Ordered by Captain Aaron Cunningham to rejoin the company and protect its flank, the

platoon was able to extricate itself from the firefight by

blowing a hole through the “candy store” wall, escape insurgent fire, and fight through a narrow road to Company

A’s main body.

207

Company A, 1st Battalion, 8th Marines, attacked south

down Phase Line Frank with tanks and amphibious vehicles as Company B attacked southward down Phase

Line Ethan from the Iraqi National Guard complex.

208

e battalion faced heavy resistance from determined

foreign fighters: “ere were enemy from the west, from

the east, from the north,” battalion commander Lieutenant Colonel Brandl recalled. “We were basically fighting a 360-degree fight.”209 Company A encountered heavy

rocket-propelled grenade fire as it entered an alley nicknamed “hadji alley.” “e moment we got into the alleyway though,” First Lieutenant John Flanagan, Company

A’s Arab linguist and air intelligence officer, recalled, “we

took pretty heavy fire and I think the lead tank took three

rocket-propelled grenade shots within the first 200 meters, which didn’t cause significant damage.”210 Meanwhile, Task Force 2-2 attacked through the industrial

district along the city’s edge, where Lieutenant Colonel

Newell’s soldiers discovered IED and vehicleborne IED

factories, along with insurgent classrooms and spider

holes where insurgents lived.

211

With 1st Battalion, 8th Marines, attacking across Phase

Line Fran into the Jubayl District, 1st Battalion, 3d

Marines, began to expand its tactical area of responsibility. Asthe members of the battalion did, they encountered

insurgents that had re-infiltrated the area aer 1st Battalion, 8th Marines’ rapid assault.

212 Lieutenant Colonel

Ramos’ Marines also discovered civiliansforthe first time.

“It turned out that I didn’t see anybody for the first 48

hours that we were in the city.” Captain Tennant recalled,

“I saw plenty of insurgents shooting at us and then I saw

one family, about two days aer we were in the city.”213

During the day of 11 November, Colonel John R. Ballard, commanding officer of 4th Civil Affairs Group, accompanied General Natonski into Fallujah. General

Natonski told Colonel Ballard that he wanted the civilmilitary operations center set up in the government center by the next day. In addition to providing humanitarian

aid and restoring the city’s essential services before civilians could come back into the city aer the battle, one of

the most pressing issues civil affairs Marinesfaced wasremoving the standing water that covered miles of the city’s

streets. With its pump stations inoperable, the city, which

sat below the Euphrates, lacked the means of expelling the

river’s water. While the flooding caused little problem for
tanks and amphibious vehicles, heavy engineer equipment

such as the D9 bulldozers oen got stuck. Moreover, the

water also covered bodies and unexploded ordnance.

214

On Fallujah’s western border, Task Force Wolfpack

fought through two direct fire ambushes as it attacked

south to reopen and secure the lines of communication

running from the west. Captain Conway’s Marines, suffering several casualties, found 18 IEDs in a three-kilometer stretch of road. Insurgents unable to join their

brethren in the city attacked Marines with ambushes and

IEDs. Around 1545 hours, insurgents shot down a Super

Cobra from Marine Light Attack Helicopter Squadron

169. Soldiers from Company C, 1st Battalion, 9th Infantry, commanded by Captain Victor A. Pirak, USA,

along with elements of 3d Light Armored Reconnaissance

Battalion’s Headquarters and Service Company rescued

and evacuated the wounded pilots. Insurgents with antiaircra weapons also shot down a second Bell AH-1W

Super Cobra and damaged four U.S. Army Apache attack

helicopters flying around Fallujah. e attacks resulted in

no fatalities.

e Iraqi interim minister of health flew to the Fallujah

hospital with a team of dignitaries and conducted a hospital tour. As they visited, however, the hospital received

indirect rocket fire. e attack wounded Task Force Wolfpack’s executive officer, Major Kassner.

215

During the evening of 11 November, in Regimental

Combat Team 1’s sector, 3d Battalion, 1st Marines,

reached Phase Line Grace and stopped their attack for the

rest of the night while U.S. Air Force Spectre gunships

watched the city from above and continued engaging insurgents. Company K seized the Resala District flour factory on Phase Line Grace, then held its positions for the

night to rest and refit for the next day’s assault. At around

1900 hours, Task Force 2-7, which had spent the day

rearming, refitting, and refueling, launched its attack into

southern Fallujah along Phase Line Henry. Company C,

3d Battalion, 8th Cavalry, led the assault without the

cover of infantry because the streets in the southern quarter of the city were too narrow for 3d Battalion, 1st

Marines, to accompany Task Force 2-7’s tanks and

Bradleys. As a result, 3d Battalion, 1st Marines, had to

wait for the soldiers to advance down Phase Line Henry

and then shi laterally down the side streets.

Company A, 2d Battalion, 7th Cavalry, followed Company C, 3d Battalion, 8th Cavalry, down Phase Line

44

Photo by LCpl Ryan B. Busse

Vital close air support was provided throughout Operation al-Fajr by AH-1W Super Cobras from the 3d Marine Aircraft Wing.
Henry to ensure they did not get cut off by maneuvering

bands of insurgents, encountering only minimal resistance.

216 e company attacked with a tank platoon on

each flank and an infantry platoon in the center.

217 Captain Glass recalled, “Obviously, it took a little bit of time

to maneuver through the narrow streets, and sometimes

we couldn’t find how to get through because the road wasn’t clear enough, so we would have to back up and find

another way through.”218 Captain Glass’ soldiers reached

the southern limits of the city before dawn where they set

up a defense. Company A, 2d Battalion, 7th Cavalry, attacked behind them, encountering heavy resistance and

formed a picket line along Phase Line Henry to support

3d Battalion, 1st Marines’ attack.

219 However, during the

assault, Task Force 2-7 ran short on ammunition, especially 120mm mortars. Unable to receive these particular

rounds from the supporting Marine infantry, the ammunition was air supplied by the 2d Battalion, 227th Aviation Regiment, in dense fog and low visibility.

220

In Fallujah’s east, Task Force 2-2 had to halt its attack

around 2000 hours so that 1st Battalion, 8th Marines,

could catch up to protect its flank and elements of the 2d

Brigade Combat Team (2d Brigade, 1st Cavalry Division),

could move out of the way of Task Force 2-2’s fires. e

task force resumed its assault at 2300. At the same time,

Companies A and B, 1st Battalion, 8th Marines, fought

into the night, clearing house-to-house as tanks and

amphibious assault vehicles provided support. Brandl’s

Marines attacked insurgent strongholds supported by

AC-130 gunships and F/A-18 Hornet attack aircra.

Aer fighting approximately 1,000 meters into Fallujah’s

southern district, 1st Battalion, 8th Marines, ended its

attack for the night to prepare for the next day.

221

12 November:

Continued Advances into Southern Fallujah

In southwest Fallujah, Task Force 2-2 attacked through

the Sinah or “industrial district” through the night until

about 0530 hours on 12 November when it hit Phase Line

Isabel, one of the roads forming the southern boundaries

of the city. Task Force 2-2 found itself in the middle of a

complex ambush as teams of insurgents attacked the soldiers from various directions.

222 According to Lieutenant Colonel Newell, “As the sun came up, all these guys

came out of their holes and started shooting rocket-propelled grenades.”223 During the engagement, U.S. Army

First Lieutenant Edward D. Iwan, Company A, 2d Battalion, 2d Infantry’s executive officer, was killed by rocketpropelled grenade fire. Because insurgents had come

between Task Force 2-2’s main force and the supporting

Iraqi forces, Newell made the decision to back up, reorganize, and wait for 1st Battalion, 8th Marines, to catch up

and protect the flank. Newell wanted to press the attack to

prevent the “very well-trained” foreign fighters from regrouping.

224

West of Newell’ssoldiers, Company A, 1st Battalion, 8th

Marines, and Company B, 1st Battalion, 8th Marines, resumed their advance at 0300 hours, moving south and

then west, successfully seizing a mosque west of Phase

Line Ethan. During the attack, Company B’s 1st Platoon

suffered seven casualties aer engaging insurgents hiding

in a building near the mosque. Before dawn, Companies

A and B had attacked about 800 meters south of Task

Force High Value Target’s positions. As the sun came up,

Task Force High Value Target observed large groups of insurgents coming out of the buildings and preparing to attack 1st Battalion, 8th Marines, from behind. Task Force

High Value Target engaged the insurgents with snipers

and machine guns for several hours, exposing their positions, while calling in with artillery and close air support.

About 0900 hours, insurgentssurrounded the mosque and

attacked Company B, beginning a 12-hour firefight.

225

Task Force High Value Target began receiving rocketpropelled grenade fire from the mosque next door, injuring Team 3’s Marines. Although they had cleared the

building the previous night, insurgents had reentered the

buildings to fire on the government center. About that

time, the reconnaissance Marines took heavy caliber fire

that they believed was from a friendly .50-caliber weapon,

injuring a Marine.

226 With the Marines unable to call in

45

Photo by SPC Chastity R. Boykin, USA

Task Force 2-7, an Army task force, gave Regimental Combat Team 1

an armored spearhead for its advance into western Fallujah. The unit

was led by LtCol James E. Rainey (photographed here as a colonel in

2010).
close air support due to the close-quarters nature of the

fight, Lieutenant Colonel Brandl sent an amphibious assault vehicle to extract Task Force High Value Target.

227

In Fallujah’s south, half of Company C, 3d Battalion,

8th Cavalry, had returned to the train station to refuel

and rearm, including Captain Glass, which le Captain

Twaddell in charge of Company A, 2d Battalion, 7th Cavalry, and half of Company C, 3d Battalion, 8th Cavalry.

Both companies were arrayed along Phase Line Henry,

with either a section of tanks or Bradleys on each major

intersection. “We moved through the night, bounding

one Phase Line ahead at a time with minimal contact.”

Captain Twaddell recalled, “We were all incredibly tired

and staying alert was difficult. . . . As the sun came up, the

enemy came out to fight. We began taking intense mortar and rocket-propelled grenade fire.”228 Captain Twaddell consolidated both companies to get out of the way of

an air strike on insurgent positions ahead.

Around 0900 hours, insurgent mortar fire intensified

as Task Force 2-7 was still waiting for the air strike. “I

made the decision right there,” Captain Twaddellrecalled,

“to maneuver this company—plus on the enemy rather

than sit there and take mortar fire.”229 Twaddell extended

his tanks and Bradleys along Phase Line Isabel and attacked south. During the engagement, insurgents scored

considerable damage to Task Force 2-7’s Bradleys, injuring several soldiers. Captain Twaddell’s Bradley was hit

with an RPG, killing an interpreter and injuring three soldiers. Aer the engagement, Captain Chris Brooke’s

Company C, 2d Battalion, 7th Cavalry, came in to support while Company A refitted.

230

Meanwhile, 3d Battalion, 1st Marines, began its assault

into the Nazal District, nicknamed “Queens” forits dense,

poorer neighborhoods. Company I, 3d Battalion, 1st

Marines, advanced on the battalion’s right while Company K moved on the le, along Phase Line Henry, clearing side streets as they moved south. Because of the heavy

casualties suffered during the first three days of combat,

Company L remained in reserve holding the key intersection at the center of the city. From there, the company

conducted operations to clear those areas behind the line

of advance still occupied by insurgent forces. Lieutenant

Colonel Buhl’s battalion was supposed to have begun its

attack at 0500 hours, but the lead company, Company K,

was delayed because it was taking mortar fire coming

from a mosque on Phase Line Henry. At the same time,

Buhl’s Marines came under heavy insurgent sniper fire

46

Photo by SFC Johan Charles Van Boers, USA

Soldiers from Task Force 2-7 load a mortar round during Operation al-Fajr on 12 November 2004.
47

from Regimental Combat Team 7’s sector. Only aer one

of Task Force 2-7’s Bradleys finally destroyed the insurgents’ positions at the mosque and Captain Bodisch’s tank

neutralized the snipers could 3d Battalion, 1st Marines,

commence its attack.

Company K encountered heavy resistance at the central intersection of Phase Lines Henry and Fran where insurgents had placed several IEDs and registered it for

indirect fire. Aer taking several casualties, Company K

then fought a running battle in the rain along Highway

10, which was lined with IEDs. As they moved, the company took intense small-arms, rocket-propelled grenade,

and mortar fire.

231 Lance Corporal Boswood recalled,

So, the whole company spread out, punched way

out to the sides of the road, and just started

pushing, and it was nothing but a gun battle the

whole way down. It was intense firing coming

from everybody in the company, all the way down

the road; from machine-gunners mowing down

12 to 15 guysin one alleyway, to that lone rifleman

up front, just popping ’em off one at a time, itwent

all the way down the road, all day long.

232

Company I also fought a running battle down an IEDladen street, codenamed Phase Line Isaac. e rifle

company also encountered insurgents who fell back but

did not surrender. Insurgent units ranged from three-tofour man teams to squad-size formations. ey fought a

running battle with scattered bands of insurgents who

fired on Marines, dropped their weapons, and fell back

to the next weapons cache.

233 By moving through the city

unarmed, the insurgents could then masquerade as noncombatants. “at way they didn’t have to travel with the

weapons, probably hoping to use our ROE [rules of engagement] against us,” Captain Jeffrey S. McCormack, 3d

Battalion, 1st Marines’ intelligence officer, described.

234

Near the “Green” Mosque for example, First Lieutenant

Michael S. Deland’s Marines encountered an insurgent

pretending to be dead, who then detonated a grenade that

wounded two Marines.

235

In northwest Fallujah, Colonel Shupp turned security

of the Jolan District to Iraqi forces and ordered 3d Battalion, 5th Marines, to move south to support 3d Battalion, 1st Marines, as they attacked south.

236 e battalion

encountered fiercer resistance from a large number of

more fanatical, better equipped, and better trained forPhoto by SSgt Jonathan C. Knauth

Marines from Company B, 1st Battalion, 8th Marines, travel aboard an amphibious assault vehicle along a street in Fallujah in late November.
eign fighters, some speaking Chechen, with light skin and

red hair. e 3d Battalion, 1st Marines, pushed insurgents

south, hoping to trap them into an area where they could

not escape. However, insurgents managed to escape

through holes in walls and into shallow tunnels through

spider holes dug into building floors. Other insurgents

did not flee when Marines approached, however, but instead waited to ambush them entering the buildings. To

counter this threat, Marines would fall back from the

building and call in a bulldozer.

e 1st Battalion, 8th Marines, advanced much farther

south than 3d Battalion, 1st Marines. is created problems coordinating fires across the boundary between the

two battalions and also allowed insurgentsto move across

unchallenged.

237 Company A, 1st Battalion, 8th Marines,

held its position for much of the day as Company B fought

insurgents at the mosque with the support of Spectre gunships that pounded insurgent positions with accurate and

deadly 105mm artillery. Around 1500 hours, Company A

began moving south again, advancing rapidly toward

Phase Line Isabel at the city’s southern limits.

238 Around

1630 hours, Company C began simultaneous clearing operations along the northern, western, and southern sectors of the government center, two rows of buildings on

each of those sides, to create a buffer zone around the

compound.

239 e company then established defense-indepth outside of the compound. Around 1700 hours,

Company B le the mosque and fought down Phase Line

Ethan to keep up with Company A and reach Phase Line

Isabel.

240

In northeast Fallujah, Regimental Combat Team 7

began providing humanitarian aid at the al-Hadrah

Mosque to the civilians who were either too elderly or

sick to evacuate, held hostage by insurgent groups, or

stayed in the city to safeguard their property and interests. Not far away, 1st Battalion, 3d Marines, breached

homes and courtyards and fought close-quarters engagements as they cleared homes with insurgents waiting in

ambush with Russian RPK light machine guns using

armor-piercing rounds pointed through holes in walls. At

the government center, civil affairs teams moved in and

began establishing the civil-military operations center

200 meters away from Colonel Michael A. Shupp’s Regimental Combat Team 1 headquarters.

241

In southwest Fallujah, Company I and Company K, 3d

Battalion, 1st Marines, had fought hard and fast through

the Resala District and reached Phase Line Isabel on the

city’s edge around 1800 hours. Company K suffered 1

killed and 20 wounded in action.

242 Meanwhile, as Task

Force 2-7 held its position along Phase Line Henry in

support of 3d Battalion, 1st Marines, Lieutenant Colonel

Rainey’s soldiers came under attack from multiple groups

of insurgents throughout the day, prompting him to bring

in Company A, 2d Battalion, 7th Cavalry.

243 “We started

encountering more and more professional insurgents,”

Major Karcher recalled. “ere were reports of guys maneuvering wearing body armor and Kevlar helmets,

which they likely stole from the Iraqi National Guard.”244

In southeast Fallujah, Task Force 2-2’s assault companies had switched positions during the day for a renewed

attack to Fallujah’s southern edge. As night fell on the city,

the armored task force resumed its advance through the

industrial area. As the soldiers cleared the industrial district, they killed several insurgents and found numerous

weapons caches. In one location on the south side of the

industrial sector, soldiers found 20 enemy dead by an

abandoned truck repair shop; they had been lined up and

shot with single bullet to the head. Newell’s soldiers also

discovered an extensive underground tunnel network

that allowed insurgents to escape down spider holes and

reemerge somewhere else soldiers and Marines had already cleared. In these tunnels, soldiers found dead foreign fighters and foreign passports. By midnight, Task

Force 2-2 had assaulted 1,000 meters past Phase Line Isabel before it stood down for the night.

245

Meanwhile, 1st Battalion, 8th Marines, attacked into the

night to catch up with Task Force 2-2 and reached Phase

Line Isabel around 2300 hours. During their assault,

Marines found that insurgents had rigged some buildings

to explode. Both companies discovered weapons caches

and surrendering insurgents. Poring through the documentsfound on dead insurgents and in their hideouts, the

Marines found evidence of foreign fighters coming from

Syria, Sudan,Jordan, andAfghanistan, alongwithChechens,

Palestinians, and Iranians. As Lieutenant Colonel Brandl’s

battalion attacked into the night, aircra flying overhead

provided intelligence, surveillance, and reconnaissance

using thermal imagery, which allowed the battalion to

identify and engage insurgents hiding in homes. As the

battalion moved south, however, it moved closer to Regimental Combat Team 1 on the west and Task Force 2-2 on

the east, limiting the scope of fires the battalion could put

down.

246

By the end of 12 November, Regimental Combat Teams

1 and 7 had reached Fallujah’s southern limits. Aer five

days of sustained fighting, soldiers and Marines had

pushed through Fallujah and secured all of their

objectives. Major Stephen J. Winslow, a field historian,

noted in his personal account,“e Marines and soldiers

are extremely tired. ey are extremely dirty.”247

48
13 November:

Redeployment, Consolidation, and

the Fight at the House of Hell

On 13 November, with the initial objectives of Operation

al-Fajr achieved, the 1st Marine Division’s planners divided the city into sectors and began the detailed, methodical clearing of the city to kill insurgents and destroy

weapons caches found during the initial assault.

248 Each

battalion rotated Marines into and out of the fight so that

they could rest. While many insurgents, willing to die for

their cause, waited inside buildings to ambush Marines

and soldiers, other insurgents saw the hopelessness of

their effort and surrendered:

We gave them [insurgents] no rest, recalled

Major Lawrence K. Hussey, Regimental Combat

Team 7’s intelligence officer, and when we finally

got into the fih and sixth day . . . they’re coming

out of nowhere, waving white flags. . . . they’re

worn out . . . [and] there have been places where

we’ve gone in—8, 10, 11, 14 guys inside a house,

and they would just give up as soon as guys came

in, or as soon as they saw units approaching . . .

249

However, many of these insurgents used the white flag as

a decoy and struck at Marines as soon they were close.

250

In southwest Fallujah, 3d Battalion, 1st Marines, established bases and began clearing their sectors while Task

Force 2-7 continued to hold on Phase Line Henry in support.

251 e 4th Battalion, 1st Iraqi Intervention Force,

moved into southwest Fallujah to support 3d Battalion,

1st Marines.

252 Company I, 3d Battalion, 1st Marines,

moved north to Phase Line Fran and began detailed

clearing of the area the battalion had swept quickly

through the day before alongside Company L.

Meanwhile, Company K, 3d Battalion, 1st Marines,

began clearing around their base in southern Fallujah.

253

Soon aer Company K began clearing houses in theirsector, a squad from 3d Platoon entered a large two-story

building and was caught in an ambush, leaving several

wounded Marines trapped inside with several well-armed

foreign insurgents in fortified positions willing to fight to

the death.

254

49

Photo by LCpl James J. Vooris

A Marine from Company L, 3d Battalion, 5th Marines, readies his M4 carbine while manning a rooftop in Fallujah on 15 November 2004.
With injured Marines trapped in the building, Corporal Robert J. Mitchell Jr.’s squad came to assist and was

joined by First Sergeant Bradley A. Kasal, from the battalion’s Weapons Company. Mitchell’s squad charged the

building and took up firing positions as insurgents fired

down on Marines from a catwalk, wounding Kasal and

three other Marines who became trapped in the building.

e structure was later dubbed “House of Hell.” For three

hours, Marines tried to breach the barred windows, walls,

and locked doors until finally penetrating the building

and extracting the wounded Marines under fire, and then

destroyed the house with a 20-pound satchel charge.

255

“Tremendous explosion,” First Lieutenant Jacobsrecalled.

House comes down. Completely rubbled the

house. We go to survey the damage to see ifwe can

find any of the enemy KIA [killed in action]. We

look around on one side of the house, we don’t

find anything. We assume everybody’s dead. So,

we start to make ourway back to the firm base.As

we’rewalking past the house, a hand comes up out

of the rubble, throws a hand grenade at us.

Everybody saw the grenade coming, so we were

able to scatter. e grenade goes off. e Marines

were pretty much in a school circle around the

guy, and just unleashed hell on ’em. Must’ve shot

him about 100 times.

256

Marines attributed the insurgents’ apparent “superhuman abilities” to the use of adrenaline and other drugs,

such as cocaine, heroin, and methamphetamines, because

soldiers and Marines discovered these during their

searches.

257 Captain McCormack noted that chestrigswere

allstandardized, indicating a certain degree of professionalism, with magazine pouches acrosstheir chest, a stash of

U.S. and Iraqi money on one side, and a stash of opium on

the other. Company K suffered 10 friendly wounded in action and 1 killed in action during the engagement.

258 Kasal

and Corporal Mitchell each received the Navy Cross for

their actions during the fight.

Meanwhile, Company I, 3d Battalion, 1st Marines,

moved east to west toward the Euphrates River, moving

through the same neighborhoods the battalion had traversed during the initial assault. In one action, Lance

50

Photo by SFC Johan Charles Van Boers, USA

Fallujah was known as the “City of Mosques” and the hundreds of mosques in the city dominated the skyline. HMMWVs from Task Force 2-7

pass one of the mosques as they patrol the streets of the city on 21 November 2004.
Corporal McLeese died entering a house that insurgents

rigged with an IED, also injuring some of his fellow

Marines. In another action, Company I Marines assaulted

the green mosque, which Company K had cleared the day

before, and discovered that insurgents had re-infiltrated

the mosque and again used it to attack Marines. Aer the

engagement, Company I’s Marines cautiously entered the

mosque and found dead and wounded insurgents inside.

One Marine saw an insurgent move and quickly shot him,

believing that like the previous day he was only playing

dead and would attack them. Journalist Kevin Sites, who

had joined Company I as it entered the building,recorded

the event with his video camera. Without knowing what

had transpired, and apparently unaware of insurgents

playing dead and then attacking soldiers and Marines,

websites reported the incident to Marine officials, and

waited 18 hours before sharing the footage with the

media pool so that the Marines could review it and conduct an investigation.

259

As 3d Battalion, 1st Marines, cleared the “Queens” District of southwest Fallujah, Task Force 2-7 continued taking fire along Phase Line Henry forthe second day.Around

1130, 1st Platoon, Company A, 2d Battalion, 7th Cavalry,

came in contactwith insurgents firing from buildings. Soldiers chased an insurgent across an alley and into a buildingwhere 10–20 insurgentswerewaiting in ambush inside.

e ensuing engagement resulted in several injuries and

the death of U.S. Army Specialist Jose A. Velez.

260

At this point, when Marines and soldiers encountered

insurgents in buildings, they backed off and attacked

them with tanks and bulldozers. Major General Natonski recalled the challenges of limiting damage to the city

while also trying to clear it of insurgent forces:

We wanted to minimize, as much as we could, the

damage to the city, so that if we were attacked by

small arms we would return fire with small arms

or a step above. However, I will tell you as the

battle went on, and there are a lot of people that

will tell you firsthand, when it came to deciding

51

Photo by SSgt Jonathan C. Knauth

Clearing Fallujah’s many houses and other buildings was exceptionally dangerous work. Insurgents would stage ambushes from the second story

of buildings, attacking Marines in the stairwells with grenades and automatic fire. In this image, Marines from 1st Battalion, 8th Marines,

prepare to clear a house suspected of containing insurgent forces.
whetherwewere going to put a Marine orsoldier’s

life on the line it was a lot easier to take the

building down with a bomb, a bulldozer, a tank,

or explosives.Andwewould have rather done that

than put a Marine’s or soldier’s life on the line.

261

On numerous occasions, the Marines and soldiers of the

1st Marine Division confronted the danger of insurgents

using presumably cleared buildingsto stage ambushes. At

around 1400, asthe companies of Task Force 2-2 prepared

to continue their advance into the industrial district, U.S.

Army Captain Sean P. Sims, Company A, 2d Battalion, 2d

Infantry’s commanding officer, went into a building he believed had been cleared hoping to view the city from the

top of the building and plan his attack. Inside the building,

however, insurgents waited in ambush and killed Captain

Sims. e company’s first sergeant, Peter L. Smith, USA,

took command and finished preparing the company for

the attack.

262

As Task Force 2-2 planned its attack, Company A and

Company B, 1st Battalion, 8th Marines, established

bases along Phase Line Isabel, and then began to search

buildings. As they did, they found numerous weapons

caches and captured some insurgents. Lieutenant Colonel

Brandl’s Marines would spend some of the day preparing

for the final assault south from Phase Line Isabel to Phase

Line Jenna, the southern border of the city. At 1200 hours

on 13 November, Major Mark E. Winn, the 1st Battalion,

8th Marines’ executive officer, tasked Captain Bethea’s

Company C with seizing the mosque across from Fallujah’s government center and two multilevel buildings west

of the mosque that Task Force High Value Target had vacated the previous morning. Captain Bethea quickly developed a scheme of maneuver and then briefed his

company’s key leaders and the fire support team on his

plan, purpose, and end state. Company C’s Weapons Platoon would remain at the government center while the

rest of the company attacked the new objectives.

263

At 1345, Major General Natonski, Colonel Tucker, and

Lieutenant Colonel Brandl arrived to observe Company

C’s attack. At 1415, Mobile Assault Platoon 3 engaged the

objectives with tube-launched, optically tracked, wireguided (TOW) missiles, .50 caliber machine guns, and

MK19 40mm automatic grenade launchers. Second Lieutenant Turner’s 2d Platoon then attacked the multilevel

building west of the mosque with Captain Bethea, First

Sergeant Andrade, and First Lieutenant Miller, and headquarters Marines co-located with the platoon, and 3d Platoon attacked the multilevel building east of the mosque.

As Captain Bethea’s Marines attacked the new objectives,

a group of insurgents maneuvered toward the government center from the northwest, answering a call-to-battle broadcast from an area mosque’s loud speakers. As

they did, a Navy SEAL team and supporting Marines engaged the enemy moving toward them and killed 22 insurgents.

264 By 1730, Company C secured all objectives.265

Meanwhile, the 3d Battalion, 5th Marines, and 1st Battalion, 3d Marines, continued to clear and secure northern Fallujah’s districts. In the course of the fight, Marines

and soldiers continued to see evidence of the type of regiment that had controlled Fallujah during the previous

months. At one point, Company L, 3d Battalion, 5th

Marines, discovered another execution and the body of a

blonde woman on the street with her face slashed open

and her legs, arms, and breasts cut off.

266 e U.S. forces

also continued to face the problem of whether to seize

centers of resistance or use close air support to destroy

buildings suspected of being insurgent bases. At one

point Company K, 3d Battalion, 5th Marines, took sniper

fire from one building that detainees stated housed a large

insurgent force. Captain McNulty decided to call in close

air support and the building was ultimately destroyed by

five 500-pound bombs. Nevertheless, it was later shown

that the detainees’ reports were incorrect.

267

e Marines of 1st Battalion, 3d Marines, clearing Fallujah’s northeast, encountered numerousinsurgent ambushes

that further explain McNulty’s concerns, however. In one

action, Marines from Company C’s 1st Platoon breached

the door of a building and encountered insurgents waiting

in ambush. Two of the Marines stacked outside the door

got in the building quickly asthe rest of theirsquad waited

outside forthem to clearthe firstroom before they rushed

inside. Insurgents started throwing hand grenades down

from the second deck and wounded 10 Marines from the

platoon right outside the building, and as the Marines

started to fall back to get behind some cover, some were

shot. However, the insurgents did not know that Lance

Corporal Buck M. Gates and Lance Corporal Fahiye A.

Yusuf were inside the building because they had gotten in

so quickly. When four insurgents ran down the stairs toward them, Gates and Yusuf killed them and le the building with at least four other insurgents trapped inside. e

entrapped fighters continued to fire small-arms fire and

rocket-propelled grenades throughout the night, at one

point injuring Marines in another building. Aer Company C fired an antitank weapon into the building, the incoming fire stopped.“We found 11 dead insurgents inside

that house,” Captain Tennant recalled.

atwasthe largestsingle pocket ofresistance that

we had encountered and I think the largest that

we did the entire time, one place at one time. And

52
we searched those guys and found that they had

Syrian, Jordanian, Saudi Arabian passports. Each

one of them had a crisp, brand newAmerican one

hundred dollar bill. We later learned that many of

the insurgents had been promised one thousand

dollars if they fought the Americans. ey would

get one hundred dollars up front and the other

nine hundred once the Americans had been

chased away from the city. Obviously, it didn’t

work out too good for them. So we medevaced

[medical evacuation] I guess 11 Marines that day.

We killed 11 insurgents, but medevaced 11.

268

During the aernoon in southwest Fallujah, 3d Battalion, 1st Marines, endured bitter fighting as it continued

clearing the Resala District. In the southeast, Task Force

2-2 attacked south on schedule through the industrial district at 1400 and reached the southern side of the city

within an hour. Meanwhile, 1st Battalion, 8th Marines,

continued searching buildings along Phase Line Isabel.

At approximately 1615, Task Force 2-2 moved to a logistics supply point near the cloverleaf to rearm and refuel.

At 1725, the armored task force returned to southern Fallujah, moved west across 1st Battalion, 8th Marines’ position, and then turned south to resume its attack at 1745.

Meanwhile Lieutenant Colonel Brandl’s 1st Battalion,

8th Marines, prepared for the next day’s assault. Company B, 1st Battalion, 8th Marines, moved up across an

open field to gain better observation and fields of fire in

preparation for the next day’s attack. Aer crossing the

midpoint of an open field, the companies came under

heavy small-arms fire, RPK, and machine-gun fire from

the east along Phase Line Henry, forcing Marines into a

100-meter full sprint to reach the cover of a compound.

Once across the field, they continued to receive smallarms and rocket-propelled grenade fire for the remainder of the day. As the companies rested, insurgent fire

subsided as U.S. Air Force gunships came on station to

attack insurgents through the night.

269

In northern Fallujah, both 3d Battalion, 5th Marines,

and 1st Battalion, 3d Marines, continued searching their

sectors while Regimental Combat Team 7’s humanitarian

aid station at the al-Hadrah Mosque became a busy center as more civilians came for food and assistance. At this

53

Photo by LCpl Ryan L. Jones

Marines from 3d Battalion, 1st Marines, climb through rubble as they advance into a structure during the battalion’s advance into south Fallujah.
point in the battle, aer four full days of fighting, Marines

began to conduct reconstruction and humanitarian operations in those areas cleared of insurgent forces.

270 On

Fallujah’s periphery, soldiers and Marines continued engaging insurgents trying to get into the city.

271

At Fallujah’s train station, Task Force 2-7’s Lieutenant

Colonel Rainey and his operations officer, Major Karcher,

visited Lieutenant Colonel Buhl and his operations officer,

Major Christeon Griffin, and proposed doing more to

support 3d Battalion, 1st Marines’ clearing efforts. With

that, Lieutenant Colonel Buhl agreed to let Task Force 2-

7’s armor go in before his Marines.

272 In southwest

Fallujah, Task Force 2-2 continued clearing the industrial

area into the night. During Newell’s attack, his brigade

recon troop attacked “confused” groups of insurgents

attempting to regroup while AC-130 gunships and armed

General Atomics MQ-1 Predator unmanned aerial vehicles killed groups of insurgents attempting to maneuver.

Not everything went well for Newell’s soldiers, however.

“e hard part about moving around in the dark,” Newell

recalled, “is that we eventually had two tanks fall essentially into collapsed tunnels and, in both cases, their front

ends are literally sticking straight up in the air. We finished

the attack at 2200, but it takes us another three hours to

extract the tanks from the battlefield.”273 Ultimately

Colonel Newell’s soldiers destroyed these insurgent

bunkers and tunnels with artillery and air strikes. e air

attacks included dropping four 2,000-pound bunkerbusting bombs on a large underground complex.

274

14–15 November:

Continued Consolidation

Recognizing that insurgents fleeing Task Force 2-2’s assault

had fled across 1st Battalion, 8th Marines’ zone of operations, the two assault regiments came together on the

morning of 14 November and began a second effort to

clear the southern areas of the city. Company C, 3d Battalion, 8th Cavalry, attacked in support of 3d Battalion, 1st

Marines, drawing insurgent fire in advance of 3d Battalion, 1st Marines’ attack. Company A, 2d Battalion, 7th

Cavalry, pulled back to reserve, and Company C, 2d Battalion, 7th Cavalry, moved forward to hold Phase Line

Henry from the city’ssouthern boundary to Highway 10.

275

54

Photo by LCpl James J. Vooris

A working dog handler and his K-9 partner assigned to Company L, 3d Battalion, 5th Marines, patrol an area of Fallujah during Operation al-Fajr.
In the east, Companies A and B, 1st Battalion, 8th

Marines, were online with 3d Battalion, 1st Marines. Attacking quickly, Lieutenant Colonel Brandl’s Marines did

not have time to search every house. At one location,

Company A, 1st Battalion, 8th Marines, discovered an

IED-making factory, along with open food containers,

cigarettes, load-bearing vests, identification cards, communication devices, and weapons that told Marines that

insurgents had either le in a hurry or never returned.

Marines also found 60mm mortar tubes and an abundance of enemy documents, many with al-Zarqawi’s emblem.

276

In the Jolan District, the civil affairs team supporting

3d Battalion, 5th Marines, initiated the first efforts to remove dead enemy fighters and provide them with a

proper Muslim burial. Aware of Muslim traditions regarding the treatment of the dead, Captain Henry A.

Henegar made arrangements to allow Iraqis from a

nearby town to enter the city with two trucks and remove

the bodies under the supervision of the civil affairs team.

e Iraqis chanted prayers as they handled the dead.

277

At about 1020, elements of 3d Platoon, Company K encountered insurgents immediately north of the Martyr’s

Cemetery where 3d Battalion, 1st Marines, had fought

heavily three days before. While clearing buildings in the

al-Andalus District, Lance Corporal George J. Payton led

a team with bayonets attached through a doorway and

was killed by insurgents. Company K then fought across

a cemetery, defeating heavy machine-gun fire with machine guns and tanks before finally reaching Phase Line

Fran. During the assault, Company K also discovered several weapons caches, including a command and control

center, and Iraqi soldiers working with Task Force Bruno

discovered an IED factory in the central Jolan District.

Meanwhile, the battalion’s Task Force Bruno had grown

to 150 personnel, and continued to clear areas behind the

battalion with Iraqi forces. at aernoon, around 1600,

Lieutenant Colonel Malay reopened the Blackwater

Bridge and crossed it with Major General Natonski and

Colonel Shupp to meet Lieutenant Colonel Dinauer and

his Task Force Wolfpack.

278

Meanwhile, approximately 25 insurgents who had dug

in on the western bank of the Euphrates River ambushed

Major Wittnam’s Small Cra Company. e company returned fire and dismounted to counterattack, killing

seven insurgents. Meanwhile, U.S. Army AH-46 Apache

attack helicopters continued receiving heavy surface-toair,rocket-propelled grenade, and antiaircra artillery fire

while patrolling Fallujah’s periphery. Apaches engaged

and destroyed vehicles carrying insurgent rockets and

mortars. In response to insurgent attacks in Mosul, the

U.S. Army’s 1st Battalion, 5th Infantry, le Fallujah’s periphery to return to Mosul. Consequently Lieutenant

Colonel Myles Miyamasu’s 1st Battalion, 5th Cavalry, expanded its coverage by about 50 kilometers and assumed

responsibility for al-Karmah, al-Anbar Province.

279

By the morning of 15 November, Fallujah was noticeably quiet, although Marines and soldiers continued to

use artillery and air strikes against insurgent positions.

280

In a press conference, Colonel Michael R. Regner, I Marine Expeditionary Force’s operations officer, told reporters that Fallujah was “secure,” explaining that

Marines continued to clear the city of insurgents.

281 Regner’s reports amplified Lieutenant General Sattler’s comments the day before when he told reporters that“the city

has been seized. We have liberated the city of al-Fallujah.”

Colonel Regner nevertheless cautioned that Marines and

soldiers would continue to clear Fallujah “for at least four

or five more days,” although it would ultimately take another five weeks.

282 Marines estimated that about 1,200

insurgents were killed during combat operation, whereas

U.S. casualties were 38 killed in action and 275 wounded

in action, and 6 Iraqi soldiers killed.

283

Meanwhile, aer four days of clearing in southwest Fallujah, Company K, 3d Battalion, 1st Marines, received an

order to move north while Company I continued advancing to Phase Line Jenna. Company L moved back to

the train station to rest and refit for the day because of

55

Photo by LCpl Daniel J. Klein

A member of the Iraqi National Guard attached to Regimental

Combat Team 7 provides security for a humanitarian mission during

the Second Battle of Fallujah. Iraqi soldiers formed an integral part of

the 1st Marine Division during its assault on Fallujah in November,

performing more capably than they had during the first battle for the

city the previous spring.
the disproportionate number of casualties it had sustained. e 3rd Battalion, 5th Marines, conducted a slight

boundary shi and advanced from Highway 10 behind

3d Battalion, 1st Marines.

284 Before beginning its attack,

however, Company K, 3d Battalion, 5th Marines, discovered six dead Iraqis in an alley. Major Bourgeois recalled,

I got up at 0600, brushed my teeth on top of the

roof looking at the sunrise, went to go spit my

toothpaste over the side of the building, and I see

six Iraqi bodies just laying in the courtyard next

to me just all blown to heck. eir bodies were

intact, so we assumed that they were executed,

but actually one of the Shehwanis [General

Mohammed Abdullah Mohammed Shehwani’s

1st Iraqi Inter-vention Force Brigade] went by

and checked, and he said some of their throats

had been cut.

285

Later, Marines found six more dead Iraqis, which Major

Bourgeois described as “piled like cord wood that had

been dead obviously a while; the stench was just horrendous. Maggots all throughout their faces and stuff. So,

that would indicate that they’d been there a little while.”286

By the end of the day, 3d Battalion, 5th Marines, reached

Phase Line Grace, the limits of its clearing operations.

287

In southeast Fallujah, Task Force 2-2 began a deliberate

effort to clear every structure along the line of advance in

dismounted fashion aer resting and refitting the previous day. “We went back up and we just did it again,” recalled Newell,“although the contact on the 15th and 16th

was negligible . . . and [we] opened up every single garage

and building.”288 During the clearing, Company A, 2d

Battalion, 2d Infantry, found numerous weapons caches

and captured a group of insurgents. Captain Walter described the prisoners as “a lot of military-aged men with

recently shaved beards, one of them with a gunshot

wound to his leg being pushed in a wheelchair.”289

Meanwhile, 1st Battalion, 8th Marines, moved past

Phase Line Jenna to the desert beyond Fallujah’s southern limits.

290 Advancing beyond the city’s boundaries did

not mean an end to resistance however, and the battalion

actually encountered some of its fiercest firefights with

insurgents attacking from bunkers and mosques. First

Lieutenant Flanagan recalled,

Moving on the 15th of November, crossed over

Phase Line Jenna, and we started to meet our

heaviestresistance andwe started to get more eyes

on the enemy at that point. Our Marinesthatwere

equipped withACOGS [advanced combat optical

gun sites] on their M16s and on their M4s, were

actually, since we were moving so tactically fast,

they were actually getting more confirmed kills

than our snipers, because we were just—the

snipers didn’t have the time to set up and provide

enough overwatch. ose guys with the ACOGS

and the M203s were just locating enemy, moving

from house-to-house and engaging those enemy.

ey had a lot of confirmed enemy kills that

aernoon on 15 November, aswe moved south.

291

e 1st Battalion, 8th Marines, also relied on close air

support to destroy the insurgent positions.

In northeast Fallujah, 1st Battalion, 3d Marines, continued clearing buildings in their quarter of the city. Sergeant Rafael Peralta, a platoon guide, had volunteered to

assist his fellow Marines in the arduous task. Aer clearing several buildings, he and his squad entered a house

where insurgents waiting in ambush opened fire. During

the firefight, Sergeant Peralta was wounded in the crossfire between his Marines and insurgents. As the insurgents broke contact, they tossed a grenade in the room.

Peralta’s body absorbed the blast, saving the lives of several members of his squad. Peralta succumbed to his

wounds and posthumously received the Navy Cross.

292

On Fallujah’s periphery, the 2d Brigade Combat Team

(2d Brigade, 1st Cavalry Division), began to conduct a

series of operations to disrupt insurgent activity. North

of Fallujah, the Iraqi 6th Battalion, 3d Brigade, which had

primarily operated traffic control points during the battle,

conducted a cordon-and-search mission with 1st Battalion, 5th Cavalry Regiment, and detained 17 individuals.

On the western side of the Euphrates River, a light

armored vehicle from Task Force Wolfpack received a

rocket-propelled grenade shot that penetrated the

vehicle’s armor while conducting patrols.

293

16–17 November

In southeast Fallujah, Company I and Company K, 3d

Battalion, 1st Marines, rejoined Company L, then prepared to attack south on the next day. Although activity

was light, the battalion continued patrolling during the

day and night and Company K lost another Marine from

insurgent fire. In northwest Fallujah, 3d Battalion, 5th

Marines, continued searching forinsurgents and weapons

while civil affairs teams continued supervising the removal of dead insurgents.

294

Meanwhile, in the industrial district, Task Force 2-2

moved north again and began clearing the west side of

the industrial district. “at last night fight, I think we

56
destroyed any remnant of any organized resistance there

had been,” Newell recalled. “Aer that, the only guys we

ran across were the ones that weren’t smart enough to get

out or couldn’t. ere was very little le aer that point,

but we still went building-to-building and room-to-room

and went through every one of them. At that point, we

started clearing the caches. A credit to the IIF [Iraqi Intervention Force] guys—who pulled up behind us—without us telling them to, they were re-clearing the buildings

behind us.”295 During the clearing operations, Company

A, 2d Battalion, 2d Infantry, discovered more weapons

caches, including a vehicleborne IED factory and a control center with black flags indicating Abu Musab al-Zarqawi’s headquarters.

296

East of Task Force 2-2, 1st Battalion, 8th Marines, continued to locate weapons cache sites and record the locations of insurgent dead so that 1st Force Service Support

Group or Red Crescent personnel could remove the bodies and give them a proper burial. During their searches,

however, Marines continued to find groups of insurgents

waiting in ambush. In one case, Company A encountered

four insurgents in a house within 50 meters of Company

A’s base. As the Marines entered the house, they immediately engaged the insurgents, hit one, but then withdrew

when an insurgent threw a fragmentation grenade at

them.

297 Aer cordoning off the house, Company A’s

Marines fired two shoulder-launched, multipurpose assault weapons into the house. Unfazed by this attack, the

insurgents refused to surrender. e company’s linguist,

First Lieutenant John V. Flanagan, then moved up to the

corner of the house with an Arabic interpreter and informed the insurgents that the house was surrounded and

ordered them to surrender. e insurgents responded

with chants of Allahu Akbar (“God is great”), signifying

they were not going to give up their position.

298 inking

that the insurgents in the house may have been rigged

with suicide explosive vests, the Marines backed off and

killed the four insurgents by firing .50-caliber machinegun rounds into the house.

299

In northern Fallujah, Colonel Shupp’s Marines reopened Fallujah’s New Bridge. e event was attended by

the overall Coalition commander General George W.

Casey, USA. By this point the transition to stability operations had gained momentum. Lieutenant Colonel

Malay’s 3d Battalion, 5th Marines, established zones of

responsibility for its companies throughout the northwestern districts of the city. Meanwhile, Colonel Tucker’s

Marines opened a humanitarian support center at the Fallujah government center and began providing humanitarian aid to civilians still in the city. At the same time,

Colonel Ballard’s civil affairs Marines moved into the government center and began to establish the 1st Marine Division’s civil-military operations center. Civil affairs teams

working with 3d Battalion, 5th Marines, opened the town

of Saqlawiyah, where an estimated 50,000 Fallujan

refugees were located, and delivered 18 tractor-trailer

trucks full of food and supplies to the people. Civil affairs

Marines also sent humanitarian aid to Fallujan refugees

in Habbaniyah.

300

A greater focus on stability operations did not mean

that the task of fully securing the city had come to an end.

In northeast Fallujah, 1st Battalion, 3d Marines, continued clearing its sector. Lieutenant Colonel Newell sent

the headquarters section from Company A, 2d Battalion,

63d Armor, with two Bradley fighting vehicles, two tanks

to assist the 1st Battalion, 3d Marines, and an attached

Iraq Intervention Force platoon.

301 Company C, 1st Battalion, 3d Marines, came into frequent contact with bands

of insurgents but suffered no casualties. On Fallujah’s periphery, Major Miller’s Company B, 1st Battalion, 23d

Marines, attacked to clear the northwest sector of Task

Force Wolfpack’s area of operations in response to an ambush on Major Wittnam’s Small Cra Company the day

before. Miller’s Marines faced minimal enemy contact

and found one 120mm mortar prepositioned to fire at

Task Force Wolfpack’s position. Colonel James C. McConville’s U.S. Army Apache helicopters flew through another day of heavy antiaircra fire while patrolling

Fallujah’s boundaries. “We started to see that the antiIraqi forces (AIF) were really going aer the aircra,” McConville recalled.“We had a sense that they really wanted

to take an aircra down.

302

e following day in southwest Fallujah, Company K,

3d Battalion, 1st Marines, cleared continuously through

the day and encountered the largest concentration of

enemy forces in buildings near the intersection of Phase

Line Isabel and Phase Line Isaac.

303 e battalion operations officer, Major Griffen, described the resistance as

“dogged” and “determined” and noted that the “enemy

were just not to be rooted out of their positions alive.”304

In one engagement, a squad from 2d Platoon, Company

K, entered a house with the windows covered and came

under heavy fire, injuring Lance Corporal Dane R. Shaffer. Marines extracted their injured comrade and then set

up a cordon around the house and demolished it with a

D9 bulldozer. When four insurgents fled to the roof of

the house, nearby Marines from Company L killed three

of them.

305 According to First Lieutenant John Jacobs,

commander of 2d Platoon, Company K, the fourth insurgent “tried to jump off the roof and got hung up on a

piece of rebar,” where Marines shot him from below as

“he was hanging there in midair.”306

57
Meanwhile, insurgents still inside the house shot at the

D9 bulldozer as it began demolishing the house. “en

the roof came down,” Jacobs recalled “and the shooting

stopped.”307 During the engagements, Company K killed

29 insurgents who had fought in groups of 6 to 11, and

sustained 2 friendly wounded in action. at night, 3d

Battalion, 1st Marines, consolidated on Phase Line Isabel.

308

In southeast Fallujah, Task Force 2-2 moved back up to

the industrial area and started hunting for all the caches

and the IED factories. To their west, Companies A and B,

1st Battalion, 8th Marines, finished attacking south and

began clearing buildings in their areas along Fallujah’s

southern boundary.

309 Meanwhile, Company C continued

to clear high-rise buildings northwest of Companies A

and B, using engineers to conduct explosive breaches to

get inside secured buildings. “Inside the buildings,” Captain Bethea recalled, “we found Iraqis who were scared,

who were holed up, and who were just seeking some

means of assistance. And so, we directed ’em, gave them

the instructions on where to go, and the times to go to get

food and water, and then continued to clear in zone.”310

“We realized that now the civilians have been in their

houses for over a week,” recalled Lieutenant Colonel

Brandl.“ey’ve complied with staying out of the fighting.

We want to at least give them food and water, and we’ve set

up, from 8 to 12 each day, being able to come to a food

distribution point where I’ve got my Iraqi forces. . . [who]

can pull out the foreign fighters pretty quickly.”311

At Fallujah’s government center, the civil-military

operation center (known to Fallujans as the Fallujah Help

Center) was operational and served as a coordination site

among the U.S. and Iraqi military, the Iraqi people,

Fallujah municipal workers, reconstruction contractors,

and nongovernmental organizations. Civil Affairs

Detachment 4-4 continued assessing the damage and

requirements to remove rubble and begin reconstruction

and restoration of essential services. Aer completing

over 60 infrastructure assessments, the work to repair

critical infrastructure, restore essential services, and clear

rubble began in earnest. Meanwhile, Major General

Natonski and his regimental commanders recognized

that decisive operations in the city were nearing their

completion. Colonel Shupp then met with his battalion

58

Photo by LCpl Jeremy W. Ferguson

Marines from Company C, 1st Battalion, 3d Marines, look over a map during the advance into Fallujah.
59

commanders to begin planning for Regimental Combat

Team 1 to assume responsibility for the entire city as the

rest of 1st Marine Division prepared to redeploy to their

areas of responsibility throughout the rest of al-Anbar

Province.

312

18–19 November

In southwest Fallujah, 3d Battalion, 1st Marines, established company strong points that were staggered from

the north to south across their sector. Company L remained in the extreme northwest. Company K was centered north to south along Phase Line Henry. Company I

wasin the southeastern most position. Lieutenant Colonel

Buhl tasked each company to conduct detailed searches

in what operations officer Major Griffin described as “to

basically sterilize that city before the reoccupation by the

residents so that we could eliminate any of the munitions

that they might be able to make use of.”313 During these

operations, Marines encountered few insurgents, but did

engage some attempting to swim acrossthe riverfrom the

peninsula.

314 ey also captured some prisoners and numerous “massive” weapons caches that were too large to

remove and had to be destroyed in place. Company K discovered one weapons cache that Major Griffin recalled

was “right next to their firm base . . . an entire house

stacked full of crates of 155mm artillery projectiles. Hand

grenades, SA7s, rocket-propelled grenade[s] . . . ”315

In southeast Fallujah, Task Force 2-2 continued to attack all the way south out of the city toward the canal

looking for weapons caches, but Lieutenant Colonel

Newell found “nothing out there but a minefield.”316

Meanwhile, aer 10 days of continuous fighting, Lieutenant Colonel Brandl began to rotate his troops back to

Camp Fallujah to rest, take showers, and eat hot food.

317

Captain Read M. Omohundro’s Company B, 1st Battalion, 8th Marines, returned to the forward operating base

while Captain Aaron M. Cunningham’s Company A, 1st

Battalion, 8th Marines, continued the house-to-house

search finding small weapons caches and detaining some

insurgents in the morning.

318 On the peninsula, one of

Task Force Wolfpack’s command and control light armored vehicles at the forward command post received a

direct hit from a 107mm rocket as insurgents continued

to attack soldiers and Marines. Fortunately, while the vehicle was immobilized, there were no casualties, and it

was repaired the next day.

319

e next day, 3d Battalion, 1st Marines, returned to the

battalion command post at the train station north of the

city.

320 First Lieutenant Jacobs noted,“that was the end of

our gunfight.”321 Company K commander Captain Jent

recalled, “I think there was definitely a feeling of accomplishment, and we were obviously physically tired, mentally—they were tired.”322

In southeast Fallujah, Task Force 2-2 continued clearing beyond Fallujah’s southern boundary. is would be

the last full day of operations in the city for Task Force 2-

2. To the west of Task Force 2-2, Company B, 1st Battalion, 8th Marines, began clearing their sector in southern

Fallujah aer having the day off. Soon thereaer, 1st Platoon Marines saw a group of military-age males walking

with white flags, one of whom was smiling and waving to

the Marines. A short time later, the platoon received fire

from the same man. ey went to the insurgents’ position, where grenades killed two of 1st Platoon’s Marines

and theirIraqi interpreter, forcing the Marines to respond

with artillery.

323 Meanwhile, Company C also continued

conducting combat operations. ird Squad, 1st Platoon,

Company C, departed friendly linesto patrol a designated

section. At 0845, the squad discovered a weapons and

medical cache in a mosque that contained medical supplies for 10,000 people, a rocket-propelled grenade

launcher, a sniper scope, a PKM medium machine gun,

and 7.62mm ammunition.

324

At Fallujah’s government center, the 4th Civil Affairs

Group and the 1st Marine Division conducted a planning

meeting to restore basic services and return citizens back

to Fallujah.e three critical tasks assigned to Civil Affairs

Detachment 4-4 were solving the city’s standing water

problem, restoring a supply of fresh water, and constructing three humanitarian assistance distribution sites

in Fallujah.

325 Although Fallujah was becoming more

secure, insurgent forces remained a threat in the areas

around the city. “Not only did we take the fight to

Fallujah,” recalled Major General Natonski, “but we took

it to the surrounding cities as well, with the intent of

disrupting the enemy. Always on the offensive, always

being aggressive. Not waiting forthem to hit us, taking the

fight to the enemy.”326 For example, Task Force Wolfpack

attacked to clear the southeast zone where insurgents had

continued attacking Coalition forces. e effort resulted

in 1 enemy wounded-in-action and 52 detainees, and

Company B, 1st Battalion, 23d Marines, also discovered a

large ammo cache. e 2d Brigade Combat Team (2d

Brigade, 1st Cavalry Division) also conducted a series of

operationsfocusing on clearing insurgentsin Saqlawiyah,

Karmah, Nasser wa Salaam, Zaidon, and Ameriya. ese

operations tied in with the 24th Marine Expeditionary

Unit’s activities in North Babil Province.

327
60

Final Operations

On 20 November 2004, Task Force 2-7 and Task Force 2-

2 withdrew from the city. Meanwhile, Regimental Combat

Team 1 continued to rest, rearm, and redeploy in preparation for assuming sole occupation responsibilities for

the entire city. At the government center, civil affairs began

clearing rubbish and conducting infrastructure repairs.

Civil Affairs Detachment 4-4 placed 27 6,000–10,000-gallon water tanks and 30 generators throughout the city as

a temporary measure to provide fresh water and electricity while long-term repairs got underway. Iraqi water

trucks refilled the tanks each day with fresh water.

At Camp Fallujah on 20 November, Lieutenant General

Sattler hosted the first Fallujah reconstruction meeting

between U.S. military leaders, Major General Abdul

Qader Mohammed Jassim (the Iraqi military leader in

Fallujah), and senior ministry representatives from the

Iraqi interim government. While Major General Natonski focused on the battle, Lieutenant General Sattler

worked with Multi-National Force-Iraq, Multi-National

Corps-Iraq, and the other ministries of Iraq to support

Fallujah’s reconstruction.

On 24 November, I Marine Expeditionary Force, 1st

Marine Division, and Iraqi planners completed a city resettlement plan to administer the flow of citizens into Fallujah. e plan called for five entry control points to

restrict access into the city, four designed for citizens and

one that was exclusively for government officials, contractors, and military.

328 e city was divided into 17

areas. at same day, the Iraqi Red Crescent Society established operations in an abandoned house in Fallujah,

becoming the first nongovernmental organization to

work in the city since the commencement of Operation

Phantom Fury/al-Fajr. e Red Crescent gained entrance

to Fallujah under the pretense of delivering humanitarian

assistance supplies to the Hadrah Mosque, but instead

had a different agenda. Soon aer arriving, they used ambulances with loudspeakers to call people into the street.

About 100 military-age males answered the call and

found their way to the abandoned house under the protection of Red Crescent in violation of a city-wide curfew

and order that all military-age males would be detained

and questioned. To make matters worse, the Marines then

observed several ambulances leaving the city with military-age males. With the aim of stopping enemy fighters

Photo by LCpl James J. Vooris

As most of the 1st Marine Division’s assault force redeployed from Fallujah at the end of November, much work remained for those units

remaining in the city. Here Marines from 3d Battalion, 5th Marines, guard Iraqis captured during a cordon-and-knock operation conducted in

Fallujah in early December 2004.
from escaping, Lieutenant Colonel Leonard J. DeFrancisci confronted the Red Crescent, stating that they could

not be an insurgent rescue service. e Marines knew

from previous operations that the organization used ambulances to transport enemy fighters and supplies.

329

By 28 November, soldiers and Marines had discovered

346 major weapons caches, about one in every three city

blocks, eight hostage sites (three of which were execution/torture chambers), 653 IEDs, and 26 IED and vehicleborne IED factories. ey also noted that 63 of 133

recognized mosques had been used as fighting positions

or weapons caches and documented 24 separate cases of

foreign fighter involvement. at same day Marines held

the second reconstruction meeting between U.S. military

leaders and Iraqi leaders at Camp Fallujah. During the

meeting, Iraqi leaders insisted that 15 December be the

date to reopen Fallujah to civilians. Two days later, Iraqi

Interim Prime Minister Ayad Allawai visited the city.

Allawi had wanted to open the city to resettlement on 1

December, but Lieutenant General Sattler convinced Generals Casey and Metz to delay until the city was safer and

its infrastructure better restored.

330

On 6 December, Captain Henegar, civil affairs team

leader supporting 3d Battalion, 5th Marines, began an

early intervention project to hire local Iraqis to clean up

the city. is project commenced with two teams of 10

Iraqis, each consisting of one foreman leading nine workers equipped with brooms, shovels, and wheelbarrows.

ey started by cleaning the entry control points and

worked their way into the city cleaning the massive

amounts of rubble that resulted from the battle. e foremen received $10 (U.S.) an hour and the workers $6

(U.S.) an hour. Civil affairs initiated numerous projects

such as this to provide jobs and focus attention of the

Iraqis on rebuilding their city. Marines called them “muj”

working parties because they consisted of many former

enemy fighters who laid down their arms and took up

brooms. Civil affairs hired as many local contractors as

possible, but the extensive reconstruction projectsrequiring heavy equipment came from Baghdad.

331

On 9 December, Regimental Combat Team 1 assumed

full control of Fallujah. On 11 December, Marines constructed five entry control points around the city to manage the flow of civilians back into the city. Civil affairs

teams supporting each battalion established three hu61

Photo by LCpl Daniel J. Klein

Marines from Company C, 1st Battalion, 3d Marines, stop at a building corner to inspect the surrounding area while on patrol in Fallujah. An

AAV-7A1 amphibious assault vehicle can be partially seen on the left.
manitarian assistance distribution sites at key junctures

in the city to provide food rations, blankets, water, humanitarian aid payments, and other necessities to returning residents. In the Jolan District, 3d Battalion, 5th

Marines, constructed a humanitarian aid site at the Jolan

Park.

332 Sattler noted that “these sites eventually supplied

humanitarian relief to 87,620 residents.” Additionally,

Civil Affairs Detachment 4-4 completed the assessments

of the city’s infrastructure and services, which included

medical facilities, water treatment plants, power plants,

sewer pumping stations, roads, bridges, schools, government buildings and services, police stations, fire departments, businesses, banks, gas stations, and housing.

333

Meanwhile, Marines continued to encounterinsurgents

in all sectors of the city. e residual insurgent presence

slowed reconstruction progress since the fights to detain

them kept most contractors out of the city.

334 On the

morning of 12 December, just before 1200, for example,

Task Force Bruno came into contact with 15–20 insurgents in a building in north Fallujah. In the course of the

fight, several Marines became trapped inside the building by the intense enemy fire. ird Battalion, 5th

Marines’ executive officer, Major Desgrosseilliers, rushed

into the building just as an enemy grenade landed at his

feet. He shielded his trapped Marines from the grenade

with his own body. e blast did not kill him, but did

leave him with significant shrapnel wounds. Despite this,

Desgrosseilliers led his Marines out of the building

through another door and then led them in an assault on

the house that killed several insurgents. e task force

was joined by 1st Platoon, Company K, and a section of

tanks as it pressed the attack against insurgents attempting to flee across rooops and balconies. When it was finally over, Task Force Bruno had killed 20 insurgents and

suffered 7 wounded-in-action.

335

Meanwhile, the remainder of Company K, 3d Battalion,

5th Marines, continued its final clearing operations in

northern Fallujah. By 1500, company commander Captain McNulty concluded that the effort to fully clear the

area would take longerthan expected and decided to postpone the final portion of the operation until the following

morning. McNulty sent his tanks to rearm and refit and

ordered his company to move from their present location

to a new headquarters, a school previously utilized forthe

same purpose by 1st Battalion, 3d Marines’ Company A.

To prepare for the cold night, 3d Platoon and 2d Platoon advanced on an unsecured block of nearby buildings to recover bedding. ere was some disagreement

over this order, as it meant clearing buildings without the

usual coordination and support. Furthermore, sleeping

bags and ponchos were available from nearby amphibious

assault vehicles.

336 Nevertheless, the two platoons followed through with their original plan. As they cleared

the buildings in the northeast side of the block, Corporal

Ian W. Stewart moved up the stairs of a building with his

9mm pistol toward the second floor while his fellow

Marines cleared the bottom floor. Insurgents struck soon

aer he reached the top of the stairs, killing Stewart and

throwing grenades down the staircase. Lance Corporal

Chad Pioske and Corporal David P. Cisineros attempted

to get to Corporal Stewart’s body, but enemy fire prevented them from doing so.

337

When news of Stewart’s death reached Sergeant Jeffrey

L. Kirk and the platoon sergeant Staff Sergeant Melvin L.

Blazer Jr., they worked to isolate Stewart’s building and

attempted to find another point of entry. As Sergeant Kirk

maneuvered alone north in a very narrow alley, he was

shot and killed by insurgents believed to be firing out the

second floor window of the building. In an adjoining

building, two Marines were wounded and subsequently

evacuated. Meanwhile, Staff Sergeant Blazer led Marines

into another building and was killed by insurgents at the

top of the stairs while moving toward the rooop. Covering their actions with squad automatic weapon fire, the

Marines recovered Staff Sergeant Blazer’s body and evacuated the building.

338

Reaching the patio of a building adjoining the one in

which Corporal Stewart had been killed, Lance Corporal

Pioske engaged and killed five insurgents while five

Marines around him sustained injuries. As the Marines

evacuated their wounded to a nearby casualty collection

62

Photo by SSgt Jonathan C. Knauth

Hospital Corpsman 3d Class David Naderman of 1st Battalion, 8th

Marines, points his M9 pistol toward a courtyard suspected of housing

insurgents in Fallujah during the latter half of Operation al-Fajr.
point, elements of the combined antiarmor team arrived

on the scene and began to assist with isolating the block.

e platoon commanders also arrived with the remaining

squad leaders and amphibious assault vehicles and began

to cordon the downstairs of the building where Corporal

Stewart’s body still lay. Captain McNulty arrived, received

a situation report, and then began coordination to bomb

the remainder of the buildings in the block.

339

Before the airstrike could commence, however, Company K needed to recover Corporal Stewart’s body. Once

the Marines of Company K cleared the adjacent buildings, Corporal Jason S. Clairday led a squad into the

building where the body remained on the second floor.

As soon as he moved through the door, he was shot and

wounded in both arms and both legs. Refusing medical

assistance, Clairday moved to the front of the line of advance and attacked one room as other Marines moved to

the room containing Corporal Stewart’s body where they

killed three insurgents. In the course of attacking another

room, Clairday was mortally wounded along with Lance

Corporal Hilario F. Lopez. e remainder of the squad

killed the rest of the insurgents and evacuated the casualties to amphibious assault vehicles.

340 Corporal Clairday would posthumously receive the Navy Cross for his

actions during this engagement.

With the buildings evacuated, Captain McNulty isolated the block with tanks as amphibious tracked vehicles

and the Combined Antiarmor Team covered Company

K’s withdrawal. He then called in an airstrike that flattened the buildings with joint direct attack munitions

(JDAMs) from U.S. Air Force General Dynamics F-16

Fighting Falcons. Fighting continued around the block

through the night, and ultimately a second airstrike was

called in to demolish the block. Company K estimated

that it killed 30 insurgents in the struggle for it.

341

On the morning of 14 December, Lieutenant Colonel

Malay’s 3d Battalion, 5th Marines, continued clearing operations in northeast Fallujah. As the companies moved

south to north, Sergeant Eric J. Copsetta’s squad climbed

up to the rooop of a house to clear it. Aer throwing a

stun grenade down the ladder well and detecting no

movement, a Marine and an Iraq Intervention Force sol63

Photo by SSgt Jonathan C. Knauth

Marines of 1st Battalion, 8th Marines, search a building suspected of housing insurgents during Operation al-Fajr.
dier went downstairs and cleared the kitchen while another Marine with an Iraqisoldierfollowed. An insurgent

shot Corporal Michael D. Anderson Jr. from the side as

he kicked in the doorto a room. e Iraqisoldierfell back

as Hospital Corpsman Second Class Nicholas Cook and

Lance Corporal Bradley A. Balak moved into position on

the ladder well and fired suppression fire into the doorway to the room. Meanwhile, Corporal Van Doorn’ssquad

finished clearing and began isolating the house. Sergeant

Elber Navarro arrived with an amphibioustracked vehicle

that broke through the front gate, which allowed hissquad

to enterthe house. Seeing Corporal Anderson in the doorway of the room with the enemy, Sergeant Navarro’ssquad

cleared every room except for the room with the enemy.

With several Marines in the house, the insurgents in the

room had no escape. Sergeant Navarro approached the

room and threw multiple fragmentation and high-concentrate smoke grenades, and then threw an incendiary

grenade that set the room on fire. Captain McNulty arrived and pulled Corporal Anderson’s body to the bathroom away from the enemy as Sergeant Navarro entered

the room and killed two orthree insurgents at close range,

and then withdrew asthe enemy fired automatic weapons

and threw grenades into the hallway and the kitchen,

which caused several Marines to withdraw from the

kitchen into the yard where Lance Corporal Rouse took a

large piece of shrapnel to the leg.

342

With the room fully on fire, Sergeant Navarro covered

Captain McNulty’s move back to Sergeant Navarro’s position. Aer further assessment of the situation, Sergeant

Navarro threw another incendiary grenade into the room

to ensure its destruction. An insurgent attempted to flee

the room and was shot repeatedly at close range by Sergeant Navarro and Captain McNulty. With this complete,

Captain McNulty determined the threat to be eliminated

and proceeded back to the bathroom with Sergeant

Navarro to Corporal Anderson’s body. During this time,

the battalion commander, Lieutenant Colonel Malay, and

his security detachment arrived and entered the house

believing that Captain McNulty might be wounded or

killed because he was not responding to questions from

outside the house. Captain McNulty was partially deaf

from the multiple grenade explosions. Lieutenant Colonel

Malay and Sergeant Navarro shot a surviving insurgent

who attempted to flee out the front door. As Marines exchanged fire with surviving insurgents inside the burning room, one ran out of the room and up the stairs where

Lance Corporal Balak killed him. Sergeant Navarro threw

one last fragmentation grenade into the room before

Marines recovered Corporal Anderson’s body.

343

Elsewhere on 14 December 2004, I MEF released

Operations Order 001-04, which assigned the 4th Civil

Affairs Group as the main effort and detailed the functional responsibilities for all of the I MEF subordinate

commanders. To ensure a smooth transition to Phase IV

operations, Lieutenant General Sattler appointed Brigadier General Dennis J. Hejlik, deputy commanding

general, I MEF, as the executive agent to oversee the

security,stability,reconstruction, and resettlement efforts

in Fallujah. Colonel Ballard, 4th Civil Affairs Group

commander, wasresponsible for ensuring the government

met the basic needs of the people, and Rear Admiral

Raymond K. Alexander, I MEF Engineering Group commander, was responsible for coordinating all projects in

the city with the Iraqi government. e following day,

however, on 15 December, Marines decided to postpone

the return of civiliansinto the city because they recognized

that there were still insurgents moving freely and there

was too much unexploded ordnance. On 21 December

2004, the Iraqi interim government announced that

Fallujans could reenter the city on 23 December 2004 for

the resettlement of Fallujah.

344

Reentry of Civilians and Continued

Restoration Operations

On 23 December 2004, Marines opened the city to civilian resettlement. At each of the five primary entry control

points, Marines with military working dog teams worked

alongside Iraqi soldiers from the Iraqi Public Order Battalion searching vehicles and people before allowing them

to enter the city.

345 As residents entered the city, Marines

and Iraqi soldiers carefully scrutinized military-age males

while female soldiers and Marines searched Iraqi women.

Once physically searched, Marines further screened and

registered all males, collecting their names, birth dates,

places of birth, religious affiliations, height, weight, and

hair and eye colors, along with biometric data that included a scanned fingerprint of the le index finger, an

iris scan of the right eye, and a digital photograph. e

biometric automated tool set conducted a background inspection that included comparing facial features, iris

scans, and index finger scans against known or suspected

insurgents. If the system found a match it would show up

red, and at that point, a human exploitation team would

take the individual for questioning. If the computer check

came back clear, the individual received an identification

card so that on future trips in and out of the city he would

not have to go through the complete biometric screening

process again. Despite the slow process, Marines were not

willing to sacrifice security to speed up reentry.

346 By the

64
65

end of the day, 1600 hours, 165 vehicles and nearly 1,000

citizens entered the city, along with 100 contractors and

workers, and according to a Central Command press release, “Only 1 person was detained and 16 were turned

away due to not providing proof of residency.”347

In northeast Fallujah, asthe firstrefugeesreturned on 23

December, Task Force Bruno came under heavy enemy

fire from 30 insurgents while the task force continued to

clear the last sections of northern Fallujah. During the

more than eight-hour engagement, Marines cleared several enemy strong points and endured intense fighting.

Major Desgrosseilliers was wounded by shrapnel but led

his Marines in the attack and directed tank main gunfire

on the building until the insurgents were killed. He personally killed insurgents as he cleared several rooms, and

exposed himself to direct enemy fire and helped drag a seriously wounded Marine to safety. With thislast major action, 3d Battalion, 5th Marines, had defeated the last group

of insurgents in the city. However, Task Force Bruno suffered 3 killed-in-action and 18 wounded-in-action. Sergeant James A. Kra and Corporal Jeremiah W. Workman

would receive the Navy Cross for their actions, and two

others would receive Silver Stars.

348 According to Colonel

Shupp, Marines determined that these insurgents had previously received humanitarian assistance from Regimental Combat Team 7.

349

By 31 December, civilians had returned to the Jolan and

al-Andalus Districts, north of Highway 10. However, in

the old foreign fighter strongholds of southern Fallujah,

3d Battalion, 1st Marines, saw few civilians return to the

city because they had long been displaced by foreign

fighters. On 5 January, 2,500 residents passed through

entry control point five, and nearly 50,000 residents had

reentered Fallujah since Marines opened the city to

resettlement. It was unclear how many actually stayed

because many found their homes unlivable. However,

residents received humanitarian assistance as civil affairs

continued working on reconstruction and restoring

essentialservicessuch asrunning water and electricity. By

the middle of January 2005, Fallujah was noticeably

different. All neighborhoods were open to resettlement,

and the markets in the al-Andalus District were doing

Photo by LCpl James J. Vooris

Marines from Company I, 3d Battalion, 5th Marines, rest in a building in Fallujah during the assault on the city. They are equipped with

5.56mm M249 Squad Automatic Weapons. The firearm between the two Marines on the left is a 5.56mm M4 carbine.
business again. I Marine Expeditionary Force continued to

work diligently to ensure thatresidents of Fallujah and alAnbar Province could vote on 30 January. With Fallujah

free from insurgents’ control, residents felt a renewed

sense of security and felt comfortable enough to begin

reporting criminal and insurgent activity to authorities.

350

Conclusions

e U.S.-led Coalition waged two battles to clear and secure the city of Fallujah from insurgent control. e first

ended quickly and failed to extricate the insurgency from

the city. For a number of reasons, including political pressures from above, a hostile popular reaction, and lack of

time to adequately prepare, the 1st Marine Division was

unable to secure the city and root out all insurgent activity. Indeed, Fallujah, which had been particularly hostile

and volatile before the first battle, became an even more

problematic source of insurgent activity following the

failed offensive. e failure to signal resolve gave the insurgency an unprecedented victory over the Coalition

and the still nascent Iraqi government.

351

e Second Battle of Fallujah was one of the largest engagements of the Iraq War and marked a significant victory for the Coalition. e United States suffered 82

killed-in-action and over 600 wounded-in-action. Seventy-six of those killed were Marines. Iraqi forces suffered

6 dead and 55 wounded. Estimated insurgent casualties

were 2,000 killed and 1,200 captured.

352 e second attempt to take the city succeeded largely because planners

paid close attention to the mistakes made during the first

battle. I MEF took the time to shape conditions on the

battlefield to optimize U.S. advantages and lay the

groundwork for an effective assault. e expeditionary

force conducted a range of psychological and information operations to undermine insurgent morale and encourage civilians to vacate the city. I MEF also ensured

that it had enough forces to not only attack and clear the

city, but also to encircle and seal it, preventing large numbers of insurgents from escaping. Operation Phantom

Fury/al-Fajr called for a significant combined arms force

of four infantry battalions (reinforced with armored sections), four mechanized battalions, a light armored reconnaissance battalion, and supporting aviation and

66

Photo by SFC Johan Charles Van Boers, USA

A HMMWV from Task Force 2-7 patrols a highway on the outskirts of Fallujah in November 2004.
logistics units. Securing the approaches to the battlefield

also required the deployment of a British armored battalion and a Marine expeditionary unit.

From 7 November to 20 December, the Marines and

soldiers of the expeditionary force cleared the city, blockby-block, house-by-house,room-by-room. e battle was

an example of successful joint operations. Soldiers and

Marines fought alongside each other, working closely as

they advanced through the narrow city streets. ey were

supported by Army and Marine helicopters, as well as

Marine, Air Force, and Navy fixed-wing aircra.

In many ways the Second Battle of Fallujah was atypical of the majority of engagements fought during the Marine campaign in al-Anbar. Contrary to the popular

image of combat in the Middle East, the Marines and soldiers at Fallujah frequently fought in the rain. For the

most part, the battles that defined this campaign were

small-unit actions involving battalion and company-size

formations. Another difference between Fallujah and

subsequent battles was the role of Iraqi forces. Beginning

in late 2006, many of the battles for al-Anbar involved

Marines fighting alongside local tribal militias against alQaeda in Iraq. ose alliances, which emerged out of the

2006–7 al-Anbar Awakening, were still two years away

when the Marines and soldiers of I MEF waged their grueling fight to take Fallujah. While Iraqi military forces

fought alongside both Marines and soldiers in Fallujah,

they did so largely in supporting roles.

While there were differences, the struggle for Fallujah

also shared many characteristics of the other battles that

defined the al-Anbar campaign. First, the enemy force the

United States faced in Fallujah was similar to the other

insurgent groups operating throughout the province: an

eclectic mix of Iraqi nationalists, Islamists, and international fighters drawn together by the common objective

of expelling the United States from Iraq and destabilizing

the new Iraqi government. e insurgents displayed considerable organizational skills, were well-equipped, and

were able to devise a range of tactics against Coalition

forces that compensated for their disadvantages in the

face of the Coalition’s superiority in terms of technology

and firepower. e Marines and soldiers advancing into

Fallujah faced insurgents armed with assault rifles, machine guns, and rocket-propelled grenades. roughout

the battle, insurgents also utilized improvised explosive

devices which proved effective against personnel and

equipment alike. ey relied on ambush tactics, lying in

wait in buildings, faking surrender, or faking death. ey

readily used civilians as shields, blended into the population, and were willing to die rather than surrender. All of

these characteristics were common to the insurgents

Marines and soldiers would face throughout al-Anbar

and Iraq as a whole.

By January 2005, the city was secure enough for Iraqis

to go to the polls to vote on the composition of a new

constituent assembly. e struggle to secure al-Anbar was

not over however. Tough fights awaited the MultiNational Force-West at al-Qaim, ar-Ramadi, and other

cities stretching along the Euphrates from the Syrian

border to Baghdad. However, Fallujah, once the central

hub of the insurgency, had been largely neutralized as a

source of resistance to the Iraqi government and U.S.

forces operating in Iraq. at it remained so for the

remainder of the al-Anbar campaign stands as a

testament to the soldiers, sailors, airmen, and Marines

who successfully worked together during those hardfought months at the end of 2004.

67
68

Appendix A

Operation al-Fajr: Principal Units

Unit Commanding Officer

I Marine Expeditionary Force LtGen John F. Sattler

24th Marine Expeditionary Unit Col Robert J. Johnson

31st Marine Expeditionary Unit Col Walter L. Miller Jr.

GROUND COMBAT ELEMENT

1st Marine Division MajGen Richard F. Natonski

Regimental Combat Team 1 Col Michael A. Shupp

3d Battalion, 1st Marines LtCol Willard A. Buhl

3d Battalion, 5th Marines LtCol Patrick J. Malay

Task Force 2-7 (2d Battalion, 7th Cavalry) (U.S. Army) LtCol James Rainey, USA

Regimental Combat Team 7 Col Craig A. Tucker

1st Battalion, 8th Marines LtCol Gareth F. Brandl

1st Battalion, 3d Marines LtCol Michael R. Ramos

Task Force 2-2 (2d Battalion, 2d Infantry) (U.S. Army) LtCol Peter Newell, USA

2d Brigade Combat Team, (2d Brigade, 1st Cavalry Division) (U.S. Army) Col Michael Formica, USA

Task Force 1-5 Cavalry (1st Battalion, 5th Cavalry) (U.S. Army) LtCol Myles M. Miyamasu, USA

Task Force 1-5 Infantry (1st Battalion, 5th Infantry) (U.S. Army) LtCol Todd McCaffrey, USA

3d Light Armored Reconnaissance Battalion (Task Force Wolfpack) LtCol Steve Dinauer

AVIATION COMBAT ELEMENT

3d Marine Aircra Wing MajGen Keith J. Stalder

Marine Aircra Group 16 Col Guy M. Close

Marine All-Weather Fighter Attack Squadron 242 LtCol Kevin M. Iiams

Marine Attack Squadron 311 LtCol C. A. Arnold

Marine Light Attack Helicopter Squadron 169 LtCol Lloyd A. Wright

Marine Light Attack Helicopter Squadron 367 LtCol Stephen W. Hall

Marine Medium Helicopter Squadron 268 LtCol Davis S. Foy

Marine Heavy Helicopter Squadron 361 LtCol Anthony L. Winters

Marine Wing Support Squadron 37 Col Juan G. Ayala

Marine Air Control Group 38 Col Ron R. McFarland

Marine Unmanned Aerial Vehicle Squadron 1 LtCol John H. Newman

COMBAT SUPPORT ELEMENT

1st Force Service Support Group BGen Richard S. Kramlich

Combat Service Support Group 11 Col David B. Reist

Combat Service Support Group 15 Col Michael E. Kampsen

I Marine Expeditionary Force Engineer Group RAdm Raymond K. Alexander
69

Appendix B

Operation al-Fajr: e Fallujah Assault Regiments

Regimental Combat Team 1 (1st Marines)

Commanding Officer: Col Michael Shupp

Company C, 2d Tank Battalion Capt Robert J. Bodisch Jr.

Company B, 2d Assault Amphibian Battalion Capt William E. O’Brien

Battery M, 4th Battalion, 14th Marines Capt Milton K. Parsons

Small Cra Company Maj Daniel J. Wittnam

3d Battalion, 5th Marines

Commanding Officer LtCol Patrick J. Malay

Executive Officer Maj Todd S. Degrosseilliers

Company I Capt Brian R. Chontosh

Company K Capt Andrew J. McNulty

Company L Capt Eduardo C. Batanga

Weapons Company Capt omas Knowl

3d Battalion, 1st Marines

Commanding Officer LtCol Willard A. Buhl

Executive Officer Maj Clark E. Watson

Company I Capt Brett A. Clark

Company K Capt Timothy J. Jent

Company L Capt Brian G. Heatherman

Weapons Company Capt Robert Belknap II

Task Force 2-7 (2d Battalion, 7th Cavalry, U.S. Army)

Commanding Officer LtCol James E. Rainey, USA

Executive Officer Maj Scott Jackson, USA

Company A, 2d Battalion, 7th Cavalry Capt Edward S. Twaddell III, USA

Company C, 2d Battalion, 7th Cavalry Capt Christopher P. Brooke, USA

Company C, 3d Battalion, 8th Cavalry Capt Peter C. Glass, USA

Company B, 215th Forward Support Battalion Capt Jake Brown, USA
70

Regimental Combat Team 7 (7th Marines)

Commanding Officer: Col Craig A. Tucker

Company A, 3d Light Armored Reconnaissance Battalion Capt Michael R. Nakonieczny

Company A, 2d Tank Battalion Capt Christopher V. Meyers

Company C, 3d Assault Amphibian Battalion Capt Scott M. Conway

Battery C, 1st Battalion, 12th Marines Capt John F. Kesterson

1st Battalion, 8th Marines

Commanding Officer LtCol Gareth F. Brandl

Executive Officer Maj Mark E. Winn

Company A Capt Aaron Cunningham

Company B Capt Read M. Omohundro

Company C Capt eodore Bethea

Weapons Company Capt Stephen Kahn

1st Battalion, 3d Marines

Commanding Officer LtCol Michael R. Ramos

Executive Officer Major Andrew A. Kostic

Company A Capt Lee A. Johnson

Company B Capt Jer J. Garcia

Company C Capt omas Tennant

Weapons Company Capt Derek Wastilla

Task Force 2-2 (2d Battalion, 2d Infantry, U.S. Army)

Commanding Officer LtCol Peter A. Newell, USA

Executive Officer Captain Erik Krivda, USA

Company A, 2d Battalion, 2d Infantry Capt Sean P. Sims

Maj Doug Walter, USA

Company A, 2d Battalion, 63d Armor Capt Neil S. Prakash, USA

F Troop, 4th Cavalry Capt Kirk Mayfield, USA
71

Appendix C

Recipients of the Navy Cross for Actions during Operation al-Fajr

Name Date of Action

LCpl Christopher S. Adlesperger 10 November 2004

Sgt Aubrey L. McDade Jr. 11 November 2004

1stSgt Bradley A. Kasal 13 November 2004

Cpl Robert J. Mitchell Jr. 13 November 2004

Sgt Rafael Peralta 15 November 2004

Cpl Dominic D. Esquibel 25 November 2004

Cpl Jason S. Clairday 12 December 2004

Cpl Jeremiah W. Workman 23 December 2004

Sgt James A. Kra 23 December 2004
72

Appendix D

Operation al-Fajr: Chronology of Events

31 March 2004 Insurgents ambush and kill four Blackwater contractors while they are travelling through

Fallujah.

4 April 2004 I Marine Expeditionary Force (I MEF) commences Operation Vigilant Resolve in an

attempt to secure the city and apprehend those responsible for the 31 March murders.

9 April 2004 U.S. Central Command orders the suspension of offensive operations in Fallujah.

30 April 2004 Operation Vigilant Resolve officially ends. Fallujah is largely under insurgent control.

29 August 2004 MajGen Richard F. Natonski assumes command of the 1st Marine Division.

September–October 2004 I MEF initiates and conducts preliminary operations, known as Phase I, or “shaping,”

operations against insurgents in Fallujah.

12 September 2004 LtGen John F. Sattler assumes command of I MEF.

26 October 2004 I MEF issues order for Operation Phantom Fury.

1 November 2004 I MEF holds confirmation brief for the pending assault on Fallujah.

5 November 2004 2d Brigade Combat Team (2d Brigade, 1st Cavalry Division) takes up positions outside

Fallujah to help seal the city.

7 November 2004 I MEF initiates and conducts Phase II, or “enhanced shaping,” operations against

insurgents in Fallujah.

8 November 2004 I MEF begins offensive operations against insurgents in the city of Fallujah.

9 November 2004 Task Force 2-7 secures Jolan Park.

10 November 2004 Task Force 2-7 seizes the two principal crossings over the Euphrates (Blackwater Bridge

and New Bridge).

Regimental Combat Team 1 and Regimental Combat Team 7 seize and secure Highway

10 (Main Supply Route Michigan).

11 November 2004 1st Battalion, 3d Marines, and Task Force 2-7 continue advance into southwestern

Fallujah.

1st Battalion, 8th Marines, and Task Force 2-2 continue advance into Fallujah’s industrial

district.

13 November 2004 Having achieved the initial objectives of Operation al-Fajr, 1st Marine Division begins

the methodical clearing of the city.

Marines from 3d Battalion, 1st Marines, become engaged in a bloody firefight for what

becomes known as the “House from Hell.”

16 November 2004 Fallujah’s New Bridge is officially reopened.

20–25 November 2004 Elements of the Fallujah assault force, including the two Army battalions and Task Force

Wolfpack, redeploy to other positions in al-Anbar Province as Regimental Combat Team

1 takes over clearing operations in the city.

9–16 December 2004 3d Battalion, 5th Marines, engages insurgents in a number of heavy firefights throughout

northwest Fallujah.

24 December 2004 Regimental Combat Team 1 begins reintroducing civilians to Fallujah.
1. For histories of the Iraq War before the arrival of I Marine

Expeditionary Force (I MEF) in al-Anbar, see Gregory

Fontenot and E. J. Degen, On Point: e United States Army

in Operation Iraqi Freedom (Fort Leavenworth, KS: Combat

Studies Institute Press, 2004); Col Nicholas E. Reynolds, U.S.

Marines in Iraq, 2003: Basrah, Baghdad and Beyond

(Quantico, VA: History Division, United States Marine

Corps, 2007); Donald P. Wright and Col Timothy R. Reese,

On Point II: Transition to the New Campaign: e United

States Army in Operation IRAQI FREEDOM, May 2003–

January 2005 (Fort Leavenworth, KS: Combat Studies

Institute Press, 2008); Michael R. Gordon and Gen Bernard

E. Trainor, Cobra II: e Inside Story of the Invasion and

Occupation of Iraq (New York: Pantheon Books, 2006). For

antisecular activity in Fallujah during the Baath era, see

Ahmed S. Hashim, Insurgency and Counter-Insurgency in Iraq

(Ithaca: Cornell University Press, 2006), 25.

2. LtGen James T. Conway intvw, 21 June 2005 and 7 July

2005, in Al-Anbar Awakening: Volume I, American

Perspectives, U.S. Marines and Counterinsurgency in Iraq,

2004–2009, ed. CWO-4 Timothy S. McWilliams and LtCol

Kurtis P. Wheeler (Quantico: Marine Corps University Press,

2009), 42–43; Gen James N. Mattis intvw, 17 June 2009, in AlAnbar Awakening: Volume I, 22–28; omas E. Ricks, Fiasco:

e American Military Adventure in Iraq (New York: Penguin

Books, 2006), 313–20.

3. Kenneth W. Estes, U.S. Marines in Iraq, 2004–2005: Into the

Fray (Washington, DC: History Division, United States

Marine Corps, 2011), 31; Bing West, No True Glory: A

Frontline Account of the Battle of Fallujah (New York: Bantam,

2005), 58–60.

4. Estes, Into the Fray, 31–32; West, No True Glory, 58–64;

Mattis intvw; Conway intvw.

5. Estes, Into the Fray, 31–52; Maj Alfred B. Connable, “e

Massacre at Wasn’t,” in U.S. Marines in Iraq, 2004–2008:

Anthology and Annotated Bibliography, ed. Nicholas J.

Schlosser (Washington, DC: History Division, United States

Marine Corps, 2010), 75–81.

6. Estes, Into the Fray, 40; West, No True Glory, 210–20, 233–50.

7. See maps and descriptions in Estes, Into the Fray, 29–30;

West, No True Glory, 13–14; Dick Camp, Operation Phantom

Fury: e Assault and Capture of Fallujah, Iraq (Minneapolis:

Zenith Press, 2009), 11–13.

8. Hashim, Insurgency and Counter-Insurgency in Iraq, 23–29;

Edwin O. Rueda, “Tribalism in the Al Anbar Province,”

Marine Corps Gazette 90, no. 10 (2006); Faleh Abdul-Jabar,

“Sheikhs and Ideologues: Deconstruction and Reconstruction

of Tribes under Patrimonial Totalitarianism in Iraq, 1968–

1998,” in Tribes and Power: Nationalism and Ethnicity in the

Middle East, ed. Faleh Abdul-Jabar and Hosham Dawod

(London: Saqi, 2003), 69–109.

9. Hashim, Insurgency and Counterinsurgency, 142–44; In

eir Own Words: Voices of Jihad, compiled and commentary

by David Aaron (Santa Monica, CA: RAND Corporation,

2008), 243; Mary Anne Weaver, “e Short, Violent Life of

Abu Musab al-Zarqawi,” e Atlantic, July/August 2006;

Benjamin Bahney, Howard T. Shatz, Carroll Ganier, Renny

McPherseon, Barbara Sude, with Sarah Beth Elson, and

Ghassan Schbley, An Economic Analysis of the Financial

Records of al-Qa’ida in Iraq (Santa Monica, CA: RAND

Corporation, 2010), 13.

10. Hashim, Insurgency and Counterinsurgency, 44.

11. Conway intvw; Mattis intvw; MajGen Richard F. Natonski

intvw, 16 March 2005, in Al-Anbar Awakening: Volume I, 89–

96; Hashim, Insurgency and Counterinsurgency, 43; LtGen

John F. Sattler and LtCol Daniel H. Wilson, “Operation Al

Fajr: e Battle of Fallujah: Part II,” in U.S. Marines in Iraq

2004–2008: Anthology and Annotated Bibliography,” 95–103;

Jeffery Gettlemen, “e Re-Báathification of Falluja,” e

New York Times Sunday Magazine, 24 June 2004, 55; Karl

Vick, “Fallujah Group Comes to Table,” e Washington Post,

7 October 2004, A-14.

12. Operational Environment–Iraq: Critical Events

Assessment OIF, 20 September 2004,

info.publicintelligence.net/Fallujah.pdf; Col Michael M.

Walker intvw, 24 March 2009 (Marine Corps Historical

Center, Quantico, VA, hereaer MCHC, Quantico, VA);

Hashim, Insurgency and Counter-insurgency, 36, 44–45;

Sattler and Wilson, “Operation Al Fajr”; Malkasian,

“Signaling Resolve, Democratization, and the First Battle of

Fallujah,” Journal of Strategic Studies 29 (2006): 423–52; Beth

Gardiner, “Iraq Won’t Allow Fallujah to Remain in Insurgent

Control,” Associated Press, 30 September 2004.

13. John F. Sattler HQMC Biography, https://slsp.manpower

.usmc.mil/GOSA/Biographies/rptBiography.asp?PERSON_I

D=40&PERSON_TYPE=General.

14. Col Rod Andrew Jr., U.S. Marines in Battle: An-Nasiriyah

23 March–2 April 2003 (Washington, DC: History Division,

United States Marine Corps, 2009).

15. LtCol Willard Buhl intvw, 28 October 2004 (MCHC,

Quantico, VA); LtGen Richard F. Natonski comments on

dra MS (MCHC, Quantico, VA).

16. LtGen omas F. Metz, LtCol Mark W. Garrett, Lt Col

James E. Hutton, and LtCol Timothy W. Bush, U.S. Army,

“Massing Effects in the Information Domain: A Case Study of

Aggressive Information Operations,” Military Review, May–

June 2006; McWilliams and Wheeler, Al-Anbar Awakening,

Volume I, 80–81.

73

Notes
17. Patrecia Slayden Hollis, “Second Battle of Fallujah—

Urban Operations in a New Kind of War,” Field Artillery,

March-April 2006; Sattler and Wilson, “Operation Al Fajr.”

18. Col Jenny Holbert intvw, 24 February 2010 (MCHC,

Quantico, VA); Natonski comments.

19. LtCol John R. Way intvw with LtGen John F. Sattler, 8

April 2005 (MCHC, Quantico, VA); BGen Joseph F. Dunford

intvw, 18 December 2006 (MCHC, Quantico, VA); Sattler

and Wilson, “Operation Al-Fajr”; Natonski comments.

20. Col Leonard J. DeFrancisci comments on dra MS

(MCHC, Quantico, VA); Regimental Combat Team 1,

hereaer RCT-1, Command Chronology, hereaer ComdC,

October 2004. Unless otherwise noted, all command

chronologies cited in this text are housed at the Gray

Research Center, Quantico, VA; Sattler intvw; Natonski

intvw; Holbert intvw.

21. Sattler and Wilson, “Operation Al Fajr.”

22. Ibid.

23. Intvw with Capt Jeffrey S. McCormack, 6 January 2005

(MCHC, Quantico, VA).

24. Ibid.

25. Sattler intvw; LtGen Richard F. Natonski brief, 3 April

2008 (MCHC, Quantico, VA); Sattler and Wilson,“Operation

Al Fajr”; Wright and Reese, On Point II, 20; Matt M.

Matthews, Operation Al Fajr: A Study in Army and Marine

Corps Joint Operations (Ft. Leavenworth, KS: Combat Studies

Institute Press, 2006), 33.

26. Natonski brief; Natonski comments.

27. Sattler and Wilson, “Operation Al Fajr”; Natonski brief.

28. Sattler intvw; Natonski brief; Sattler and Wilson,

“Operation Al Fajr”; Wright and Reese, On Point II, 20;

Matthews, Operation Al Fajr, 13–34.

29. Sattler intvw; Natonski brief; Sattler and Wilson,

“Operation Al Fajr”; Wright and Reese, On Point II, 20;

Matthews, Operation Al Fajr, 13–34; Natonski comments.

30. Natonski intvw.

31. Sattler and Wilson, “Operation Al Fajr.”

32. LtCol Gary A. Kling intvw, 7 June 2005 (MCHC,

Quantico, VA); Sattler intvw. Further information on close air

support in Fallujah can be found in Maj Fred H. Allison,

“Close Air Support: A Core Contributor to Successful

Integrated Operations in Fallujah,” Marine Corps Gazette 92,

no. 10 (2008): 70–76.

33. BGen Dennis J. Hejlik intvw, 5 January 2005 (MCHC,

Quantico, VA); Sattler intvw; Natonski comments,

DeFrancisci comments.

34. Sattler intvw.

35. Ibid.

36. Ibid.

37. Natonski comments.

38. Ibid.

39. Capt Jason P. Schauble intvw, 16 November 2004 (MCHC,

Quantico, VA).

40. John R. Ballard, Fighting for Fallujah: A New Dawn for

Iraq (Westport, CT: Praeger Security International, 2006), 49.

41. Ballard, Fighting for Fallujah, 50.

42. Capt omas M. Tennant intvw, 6 February 2005

(MCHC, Quantico, VA).

43. Natonski brief; Natonski intvw; “Close Air Support

Mission Strikes Anti-Iraqi Forces in Fallujah,” MNF–I News, 3

November 2004, http://www.globalsecurity.org/military

/library/news /2004/11/mil–041103–mnfi–mnci01.htm;

“Fallujah-Ramadi Operations Update,” MNF–I News, 3

November 2004, http://www.globalsecurity.org/military

/library/news/2004/11/mil–041103–mnfi–mnci02.htm;

“Fallujah–Ramadi Operations Update,” MNF–I News, 4

November 2004, http://www.globalsecurity.org/military

/library/news/2004/11/mil–041104–mnfi–mnci01.htm; “U.S.

Forces Attack Al-Fallujah Targets,” Radio Free Europe/Radio

Liberty, 4 November 2004, http://www.globalsecurity.org

/military/library/news/2004/11/mil–041104–rferl01.htm;

“Fallujah-Ramadi, 5 Nov, Operations Update,” MNF–I News,

5 November 2004, http://www.globalsecurity.org/military

/library/news/2004/11/mil–041105–mnfi–mnci01.htm;

“Fallujah–Ramadi Operations Update,” MNF–I News, 6

November 2004, http://www.globalsecurity.org/military

/library/news/2004/11/mil–041106–mnfi–mnci03.htm; “ISF,

Marines Capture Insurgents in Northern Babil,” MNF–I

News, 5 November 2004, http://www.globalsecurity.org

/military/library/news/2004/11/mil–041106–mnfi–

mnci01.htm.

44. LtCol Myles M. Miyamasu intvw, 14 December 2004

(MCHC, Quantico, VA).

45. Ibid.

46. Kendal D. Gott and Jennifer Lindsey, eds., Eyewitness to

War, Volume I: e US Army in Operation AL FAJR: An Oral

History (Ft. Leavenworth, KS: Combat Studies Institute Press,

2006), 32.

47. Maj Travis L. Homiak intvw, 4 January 2005 (MCHC,

Quantico, VA); Sattler and Wilson, “Operation Al Fajr.”

48. Sattler intvw; Natonski brief; Sattler and Wilson,

“Operation Al Fajr.”

49. Gott and Lindsey, Eyewitness to War, vol. I: e US Army

in Operation AL FAJR: An Oral History (Ft. Leavenworth, KS:

74
Combat Studies Institute Press, 2006), 33–34, 40–41; Sattler

and Wilson, “Operation Al Fajr.”

50. “Fallujah–Ramadi Operations Update,” MNF–I News, 7

November 2004, http://www.globalsecurity.org/military

/library/news/2004/11/mil–041107–mnfi–mnci01.htm;

Natonski intvw; Natonski comments.

51. Col Craig Tucker intvw, 11 August 2006 (MCHC,

Quantico, VA).

52. Named for John Wayne’s character in the film e Sands

of Iwo Jima, Sgt John M. Stryker, and not for the Stryker light

armored vehicle.

53. Task Force Stryker Aer Action Report (MCHC,

Quantico, VA); LtCol Todd Desgrosseilliers review comments

(MCHC, Quantico, VA); Richard S. Lowry, New Dawn: e

Battles for Fallujah (New York: Savas Beatie, 2010), 86.

54. LtCol Stephen R. Dinauer intvw, 31 January 2005

(MCHC, Quantico, VA); Sattler and Wilson, “Operation Al

Fajr”; LtCol Todd Desgrosseilliers comments on dra MS

(MCHC, Quantico, VA); Gott and Lindsey, Eyewitness to War,

vol. I, 55.

55. LtCol John R. Way intvw with LtCol Gary S. Patton, 12

March 2005 (MCHC, Quantico, VA); Sattler and Wilson,

“Operation Al Fajr”; Ballard, Fighting for Fallujah, 58; Doug

Sample, “Iraqi Prime Minister Issues State of Emergency

roughout Country,” American Forces Press Service, 7

November 2004, http://www.globalsecurity.org/military

/library/news/2004/11/mil–041107–afps01.htm; “Iraq Wrap:

Insurgents Launch Attacks Across Iraq as U.S. Prepares for

Fallujah Battle,” Voice of America, 7 November 2004,

http://www.globalsecurity.org/military/library/news/2004/11

/mil–041107–327b8b43.htm.

56. Sattler and Wilson, “Operation Al Fajr”; Natonski brief;

Natonski comments; Capt James T. Cobb, 1stLt Christopher

A. LaCour, and SFC William H. Hight, “TF 2-2 in FSE AAR:

Indirect Fires in the Battle of Fallujah,” Field Artillery,

March–April 2005, 23; LtCol Kiel R. Gentry, “Regimental

Combat Team 1 Fires in the Battle of Fallujah,” Field Artillery,

November–December 2005, 26.

57. Capt Scott M. Conway intvw, 16 June 2005 (MCHC,

Quantico, VA).

58. Dinauer intvw; Task Force Wolfpack Aer Action brief,

15 December 2004; Richard S. Lowry, New Dawn: e Battles

for Fallujah (New York: Savas Beatie, 2010), 78–79.

59. Estes, Into the Fray, 65-66; Sattler and Wilson, “Operation

Al Fajr.”

60. Intvw with Maj David C. Morris, 16 November 2004

(MCHC, Quantico, VA); Schauble intvw; Homiak intvw;

Natonski comments.

61. Sattler and Wilson, “Operation Al Fajr”; Natonski brief.

62. LtCol Michael Ramos intvw, 9 February 2005 (MCHC,

Quantico, VA).

63. Sattler and Wilson, “Operation Al Fajr.”

64. Sattler intvw; Natonski brief; Sattler and Wilson,

“Operation Al Fajr.”

65. Natonski intvw.

66. 1stLt John Flanagan intvw, 19 November 2004 (MCHC,

Quantico, VA); LCpl Justin A. Boswood intvw, 21 October

2005 (MCHC, Quantico, VA).

67. Capt Jay Garcia intvw, 6 February 2005

(MCHC,Quantico, VA); LtCol Peter A. Newell intvw, 21

November 2004 (MCHC, Quantico, VA).

68. Gott and Lindsey, Eyewitness to War, vol. I, 143.

69. Capt Andrew J. McNulty intvw, 22 November 2004

(MCHC, Quantico, VA); Desgrosseilliers intvw, 20 December

2004 (MCHC, Quantico, VA); Desgrosseilliers comments.

70. Capt Robert J. Bodisch intvw, 17 December 2004

(MCHC, Quantico, VA).

71. Maj Christeon Griffin intvw, 5 October 2005 (MCHC,

Quantico, VA).

72. Col Craig Tucker intvw.

73. Gott and Lindsey, Eyewitness to War, vol. I, 91.

74. Ibid., 92–93.

75. Maj Travis L. Homiak intvw; Dinauer intvw; Task Force

Wolfpack Aer Action Brief; Gott and Lindsey, Eyewitness to

War, vol. I, 33–34, 43.

76. Griffin intvw; LtCol John R. Way intvw with Col Michael

A. Shupp, 27 May 2005, (MCHC, Quantico, VA); Griffin

intvw; Gott and Lindsey, Eyewitness to War, vol. I, 55–57;

Natonski comments.

77. Bodisch intvw.

78. Desgrosseilliers intvw; McNulty intvw.

79. Shupp intvw.

80. Ibid.; Bodisch intvw; Gott and Lindsey, Eyewitness to War,

vol. I, 202; Kendall D. Gott and Jennifer Lindsey, eds.,

Eyewitness to War, vol. II: e US Army in Operation AL

FAJR: An Oral History (Ft. Leavenworth, KS: Combat Studies

Institute, 2006), 73.

81. Gott and Lindsey, Eyewitness to War, vol. I, 202.

82. Boswood intvw.

83. Gott and Lindsey, Eyewitness to War, vol. I, 56.

84. Shupp intvw; Gott and Lindsey, Eyewitness to War, vol. I,

56, 203, 270.

75
85. Gott and Lindsey, Eyewitness to War, vol. I, 270.

86. Ibid., 56.

87. Shupp intvw; Bodisch, intvw; Capt Timothy Jent intvw, 7

January 2005 (MCHC, Quantico, VA); Gott and Lindsey,

Eyewitness to War, vol. I, 56, 203. 270; Patrick K. O’Donnell,

We Were One: Shoulder to Shoulder with the Marines Who

Took Fallujah (Cambridge, MA: Da Capo, 2006), 76–77.

88. Tucker intvw.

89. Gott and Lindsey, Eyewitness to War, vol. I, 93, 97.

90. Newell intvw.

91. Tucker intvw.

92. Gott and Lindsey, Eyewitness to War, vol. I, 146.

93. Maj Mark E. Winn intvw, 18 November 2004 (MCHC,

Quantico, VA); 1stLt Christopher Conner intvw, 17

November 2004 (MCHC, Quantico, VA); Morris intvw 16

November 2004 (MCHC, Quantico, VA); Schauble intvw;

Capt eodore C. Bethea intvw, 17 November 2004 (MCHC,

Quantico, VA).

94. Conner, intvw; Maj eodore Bethea comments on dra

MS (MCHC, Quantico, VA).

95. Bethea intvw; Conner intvw; Tucker intvw; Winn intvw;

Bethea comments.

96. Capt Michael Stroud intvw, 17 November 2004 (MCHC,

Quantico, VA).

97. Conner intvw.

98. Bethea comments.

99. Tennant intvw.

100. Tennant intvw; Ramos intvw; Garcia intvw; Newell

intvw.

101. LtCol John R. Way intvw with Capt Brian T. Mulvihil, 26

November 2005 (MCHC, Quantico, VA); Ramos intvw;

Tennant intvw.

102. Tennant intvw.

103. Gott and Lindsey, Eyewitness to War, vol. I, 121.

104. Ibid.

105. Ibid., 270–71.

106. LtCol Eduardo Bitanga comments on dra manuscript

(MCHC, Quantico, VA).

107. Desgrosseilliers intvw; McNulty intvw; Lowry, New

Dawn, 131, 171.

108. Desgrosseilliers intvw.

109. Griffin intvw; Jent intvw.

110. Ibid.

111. Ibid.

112. Ibid.; Bodisch intvw.

113. O’Donnell, We Were One, 85–99.

114. McNulty intvw; M. P. Del Palazzo, “Marine Tanks: e

Corps’ Indispensable Asset” (Contemporary Issues Paper,

Expeditionary Warfare School, Marine Corps University, 16

December 2005), 5, 8; Ron Synovitz, “Iraq: U.S. Military Says

One-ird of Al-Fallujah Under Its Control,” Radio Free

Europe/Radio Liberty, 9 November 2004,

http://www.globalsecurity.org/military/library/news/2004/11

/mil–041109–rferl04.htm.

115. Gott and Lindsey, Eyewitness to War, vol. I, 203.

116. McNulty intvw.

117. Desgrosseilliers intvw; McNulty intvw.

118. Bitanga comments; Ned Parker and Patrick Baz, “City of

Death’s Secret Torture Rooms Revealed,” Independent

Online, 18 November 2004, http://www.iol.co.za/news/world

/city-of-death-s-secret-torture-rooms-revealed-1.227266?ot

=inmsa.ArticlePrintPageLayout.ot.

119. Bodisch intvw.

120. Griffin intvw; Jent intvw; Lt John Zaal intvw, 8 January

2005 (MCHC, Quantico, VA); 1st Lt Michael Deland intvw, 8

January 2005 (MCHC, Quantico, VA); Gott and Lindsey,

Eyewitness to War, vol. I, 122; Gott and Lindsey, Eyewitness to

War, vol. II, 130.

121. Desgrosseilliers intvw; McNulty intvw; Gott and

Lindsey, Eyewitness to War, vol. I, 123–24; Gott and Lindsey,

Eyewitness to War, vol. II, 74–75.

122. Gott and Lindsey, Eyewitness to War, vol. II, 75.

123. Gott and Lindsey, Eyewitness to War, vol. I, 124; Sattler

and Wilson, “Operation Al Fajr.”

124. Gott and Lindsey, Eyewitness to War, vol. II, 30–31.

125. Ibid., 30.

126. Ibid., 31.

127. Ibid., 154.

128. Tennant intvw.

129. Garcia intvw.

130. Ramos intvw; Garcia intvw; Tennant intvw.

131. Mulvihill intvw.

132. Tennant intvw.

133. Ibid.

76
134. Morris intvw; Schauble intvw; Tucker intvw; Gary

Livingston, Fallujah, with Honor: First Battalion, Eighth

Marine’s Role in Operation Phantom Fury (North Topsail

Beach, NC: Caisson Press, 2006), 72–77.

135. Conner intvw.

136. Winn intvw.

137. Bethea comments; Capt Read M. Omohundro

comments on dra MS (MCHC, Quantico, VA).

138. Tucker intvw; Bethea comments.

139. Tucker intvw; Bethea intvw; “Forces Retake Key Civic

Centers In Fallujah,” Central Command news release, 10

November 2004, http://www.globalsecurity.org/military

/library/news /2004/11/mil–041110–centcom02.htm.

140. Tucker intvw; Bethea intvw; “Forces Retake Key Civic

Centers In Fallujah,” Central Command news release.

141. Morris intvw.

142. Mulvihill intvw.

143. Tennant intvw.

144. Ibid.

145. Mulvihill intvw.

146. Gott and Lindsey, Eyewitness to War, vol. I, 31, 302–3;

Gott, Eyewitness to War, vol. II, 32, 156–57.

147. Gott and Lindsey, Eyewitness to War, vol. I, 303.

148. Ibid., 98; Gott and Lindsey, Eyewitness to War, vol. II,

32–33; Newell intvw.

149. Ramos intvw.

150. Garcia intvw.

151. Tennant intvw.

152. Ramos intvw.

153. Mulvihill intvw.

154. Tennant intvw; Garcia intvw; Conner intvw;

Desgrosseilliers intvw; Griffin intvw; Tennant intvw; Gott

and Lindsey, Eyewitness to War, vol. I, 97.

155. Buhl intwv.

156. Gott and Lindsey, Eyewitness to War, vol. II, 75.

157. Ibid., 131.

158. Buhl intwv; 1stSgt Robert C. Bayne intvw, 9 October

2007 (MCHC, Quantico, VA); 1stLt Jason E. Mansel intvw, 9

February 2005 (MCHC, Quantico, VA).

159. 1stLt John Jacobs intvw, 7 January 2005 (MCHC,

Quantico, VA).

160. Buhl intwv.

161. Griffin intvw.

162. O’Donnell, We Were One, 111–14; Maj Jeffrey

McCormack comments on dra MS (MCHC, Quantico, VA).

163. Buhl intvw; McNulty intvw, 22 November 2004.

164. McNulty intvw, 22 November 2004; Bourgeois intvw, 23

November 2004 (MCHC, Quantico, VA).

165. Bitanga comments.

166. LtCol Patrick J. Malay intvw, 19 November 2004

(MCHC, Quantico, VA).

167. McNulty intvw, 22 November 2004; Shupp intvw;

Bourgeois intvw.

168. Bourgeois intvw.

169. McNulty intvw, 22 November 2004.

170. Gott and Lindsey, Eyewitness to War, vol. II, 131.

171. Ibid., 124.

172. Shupp intvw.

173. Shupp intvw; Gott and Lindsey, Eyewitness to War, vol. I,

58, 204, 272–73; Desgrosseilliers intvw.

174. Jent intvw; Jacobs intvw.

175. Jent intvw; Jacobs intvw; Maj Andrew J. McNulty intvw,

1 April 2001 (MCHC, Quantico, VA); Bourgeois intvw;

Camp, Operation Phantom Fury, 221; Lowry, New Dawn,

143–45.

176. McNulty intvw, 22 November 2004; McNulty intvw, 1

April 2001.

177. Ibid.

178. Ibid.

179. Ibid.

180. Bitanga comments.

181. Flanagan intvw; LtCol Gareth F. Brandl intvw, 18

November 2004 (MCHC, Quantico, VA); Winn intvw.

182. Flanagan intvw; Schauble intvw; Livingston, Fallujah,

with Honor, 148–49; Central Command, “Terrorists Use

Mosque To Fire Upon Forces,” news release, 10 November

2004, http://www.globalsecurity.org/military/library/news

/2004/11/mil–041110–centcom01.htm.

183. Tennant intvw; Garcia intvw.

184. Tennant intvw.

185. Garcia intvw; Tennant intvw.

186. Mulvihill intvw

77
187. Tucker intvw; Sattler and Wilson, “Operation Al Fajr”;

Gott and Lindsey, Eyewitness to War, vol. I, 256–59; Gott and

Lindsey, Eyewitness to War, vol. II, 5–6, 32–33, 260–69; SSgt

David Bellavia Silver Star Citation for Actions on 10

November 2004, Lowry, New Dawn, 306.

188. Flanagan intvw; Bethea intvw; Stroud intvw; Livingston,

Fallujah, with Honor, 148–49; Central Command, “Terrorists

Use Mosque To Fire Upon Forces.”

189. Bethea intvw; Morris intvw; Conner intvw.

190. Bethea comments.

191. Bethea intvw; Morris intvw; Schauble intvw; Livingston,

Fallujah, with Honor, 150–51.

192. Homiak intvw; Gott and Lindsey, Eyewitness to War, vol.

I, 33.

193. LtCol John R. Way intvw with Capt Scott M. Conway, 16

June 2005 (MCHC, Quantico, VA).

194. LtCol Stephen R. Dinauer comments on dra MS

(MCHC, Quantico, VA).

195. Conway intvw; Task Force Wolfpack Aer Action brief;

Col Dinauer comments.

196. Sattler and Wilson, “Operation Al Fajr”; Shupp intvw;

Winslow, Eyewitness to Operation Al Fajr.

197. Gott and Lindsey, Eyewitness to War, vol. I, 101–2.

198. Griffin intvw; Deland intvw; Buhl intwv; Gott and

Lindsey, Eyewitness to War, vol. I, 124; O’Donnell, We Were

One, 117–19; “Operation Al Fajr Roll Up” Briefing, Multi

National Force-Iraq, 28 November 2004,

www.globalsecurity.org/military/library/report/.../d20041203

entire.ppt; Joe Bauman and Geoffrey Fattah “Hassoun ID

Discovered: Fallujah Find Could Strengthen Utahn’s Claim,”

Desert News, 18 November 2004, http://www.deseretnews

.com/article /595106220/Hassoun–ID–discovered.html.

199. O’Donnell, We Were One, 120–23.

200. Bitanga comments.

201. Ibid.; “French hostages’ Driver Found in Falluja,”

Associated Press, 12 November 2004,

http://www.guardian.co.uk/media/2004/nov/12/Iraqandthem

edia.pressandpublishing.

202. McNulty intvw.

203. Bourgeois intvw.

204. Griffin intvw; Deland intvw; Profile of Justin D. McLeese

at the website of the Department of Defense,

http://ourmilitaryheroes.defense.gov/profiles/mcleeseJ.html.

205. Bethea intvw; Conner intvw; Schauble intvw; Morris

intvw.

206. Conner intvw.

207. Brandl intvw; Schauble intvw; Morris intvw; Bethea

intvw; Conner intvw.

208. Livingston, Fallujah, with Honor, 175–82.

209. Stroud intvw; Brandl intvw.

210. Brandl intvw.

211. Flanagan intvw.

212. Gott and Lindsey, Eyewitness to War, vol. I, 101–2.

213. Garcia intvw.

214. Tennant intvw.

215. Natonski intvw; LtCol John R. Ballard intvw, 11

December 2004 (MCHC, Quantico, VA); GySgt Duanne

Walters intvw, 6 January 2005 (MCHC, Quantico, VA);

Natonski comments.

216. Lowry, New Dawn, 160–61.

217. Jent intvw; Deland intvw; Gott and Lindsey, Eyewitness

to War, vol. II, 124, 131; McCormack comments.

218. Gott and Lindsay, Eyewitness to War, vol. II, 76.

219. Ibid., 77.

220. Ibid.

221. Gott and Lindsey, Eyewitness to War, vol. I, 85.

222. Flanagan intvw; Stroud intvw; Gott and Lindsey,

Eyewitness to War, vol. I, 101–2; Livingston, Fallujah, with

Honor, 199–202.

223. Gott and Lindsey, Eyewitness to War, vol. II, 35.

224. Gott and Lindsey, Eyewitness to War, vol. I, 101.

225. Ibid., 102–3.

226. Flanagan intvw; Livingston, Fallujah, with Honor, 106,

199–202, 204–5.

227. Morris intvw; Schauble intvw.

228. Morris intvw.

229. Gott and Lindsey, Eyewitness to War, vol. II, 131–32.

230. Ibid., 132.

231. Ibid., 76, 133; Gott and Lindsey, Eyewitness to War, vol. I,

275.

232. Griffin intvw; Deland intvw; Jent intvw; Buhl intwv;

Bodisch intvw; Gott and Lindsey, Eyewitness to War, vol. I, 62.

233. Boswood intvw.

234. McCormack intvw; Gott and Lindsey, Eyewitness to War,

vol. I, 62.

78
235. McCormack intvw.

236. Deland intvw.

237. Ballard, Fighting for Fallujah, 64.

238. McCormack intvw; Boswood intvw; McCormack

Comments.

239. Flanagan intvw; Livingston, Fallujah, with Honor, 204–5.

240. Bethea intvw.

241. Livingston, Fallujah, with Honor, 204–5.

242. Garcia intvw; Shupp intvw; Natonski intvw; Sattler and

Wilson, “Operation Al Fajr”; Winslow, Eyewitness to

Operation Al Fajr; Ballard, Fighting for Fallujah, 65, 73.

243. Jent intvw; Griffin intvw; Gott and Lindsey, Eyewitness

to War, vol. I, 62.

244. Gott and Lindsey, Eyewitness to War, vol. I, 102–3.

245. Ibid.

246. Gott and Lindsey, Eyewitness to War, vol. II, 36–37, 64–

55; McCormack comments.

247. Intvw with Maj Lawrence K. Hussey, 19 November 2004

(MCHC, Quantico, VA); Flanagan intvw.

248. Winslow, Eyewitness to Operation Al Fajr.

249. Natonski brief.

250. Hussey intvw.

251. Natonski comments.

252. Gott and Lindsey, Eyewitness to War, vol. I, 206.

253. Natonski brief; Sattler and Wilson, “Operation Al Fajr.”

254. Jent intvw; Griffin intvw.

255. Jent intvw.

256. Jent intvw; Jacobs intvw; Boswood intvw; “Former

Marine Receives Navy Cross for Heroism,” 4 August 2006,

http://www.defense.gov/home/faceofdefense/fod/2006

–08/f20060804a.html.

257. Jacobs intvw.

258. Buhl intwv; Jacobs intvw.

259. Jent intvw.

260. Griffin intvw; Deland intvw; Holbert intvw; McCormack

comments; Natonski comments.

261. Gott and Lindsey, Eyewitness to War, vol. II, 135.

262. Natonski brief.

263. Gott and Lindsey, Eyewitness to War vol. I, 102–3; Gott

and Lindsey, Eyewitness to War, vol. II, 37.

264. Bethea comments.

265. Ibid.

266. Bourgeois intvw; Winslow, Eyewitness to Operation Al

Fajr; West, No True Glory, 307; Barrie McKenna, “Marines

Mop Up in Fallujah,” Globe and Mail, 14 November 2004,

http://www.leatherneck.com/forums/showthread.php?t=1748

9; “Mutilated Blonde Corpse Found,” News 24, 14 November

2004, http://www.news24.com/World/Archives/IraqiDossier

/Mutilated–blonde–corpse–found–20041114; “Family

Heartbreak Over Hassan fate,” CNN.com, http://www.cnn

.com/2004/WORLD/meast/11/16/iraq.hassan/index.html;

Dexter Filkins and Lizette Alvarez, “Kidnappers Seize a Relief

Official Working in Iraq,” e New York Times, 20 October

2004, http://www.nytimes.com/2004/10/20/international

/middleeast/20iraq.html?_r=1.

267. McNulty intvw.

268. Tennant intvw.

269. Flanagan intvw; Livingston, Fallujah, with Honor, 206.

270. Natonski brief.

271. Task Force Wolfpack Aer Action brief; Winslow,

Eyewitness to Operation Al Fajr; McKenna, “Marines Mop Up

in Fallujah.”

272. Gott and Lindsey, Eyewitness to War, vol. I, 206.

273. Ibid., 104.

274. Ibid.; Greg Lamotte, “New Fighting Erupts in Iraq,”

Voice of America, 14 November 2004,

http://www.globalsecurity.org/military/library/news/2004/11

/mil––041114–2c7ba06d.htm; Ron Synovitz, “Iraq: U.S.

Forces Continue ‘Clearing Operations’ In Al-Fallujah,” Radio

Free Europe/Radio Liberty, 15Nov04,http://www.rferl.org

/content/article/1055888.html.

275. Brandl intvw; Gott and Lindsey, Eyewitness to War, vol.

II, 136; Livingston, Fallujah, with Honor, 216.

276. Flanagan intvw.

277. Associated Press, “In the Wake of Fallujah Battle,

Clearing the Dead,” 16 November 2004, http://www.nbcnews

.com/id/6504719/ns/world_news-mideast_n_africa/t/wake

-fallujah-battle-clearing-dead/#.UhdhObyAHOE.

278. McNulty intvw; Bourgeois intvw; Desgrosseilliers intvw;

I MEF & MNC–I Effects Exploitation Team, “Telling the

Fallujah Story to the World” (ird cut) (brief, 20 November

2004), http://www2.nationalreview.com/document

/document_20041129_fallujah.pdf; Miguel A. Carrasco Jr.,

“Marines Reopen Fallujah Bridge,” Marine Corps News, 15

November 2004, http://www.globalsecurity.org/military

/library/news /2004/11/mil–041120–usmc01.htm; Miguel A.

Carrasco Jr., “U.S. Marines with K-9s Search for Weapons,”

Marine Corps News, 14 November 2004,

79
http://www.globalsecurity.org/military/library/news/2004

/11/mil–041119–usmc01.htm.

279. Miyamasu intvw; Natonski brief; Task Force Wolfpack

Aer Action brief; Gott and Lindsey, Eyewitness to War, vol. I,

45; “Mosul Stable, Stryker Battalion Rejoins Brigade,” Stryker

Brigade News, 15 November 2004, http://www.strykernews

.com/archives/2004/11/15/mosul_stable_stryker_battalion_r

ejoins_brigade.html#.

280. Synovitz, “Iraq: U.S. Forces Continue ‘Clearing

Operations.’ ”

281. Office of the Assistant Secretary of Defense,

“Operational Update on Fallujah, Iraq,” transcript, 15

November 2004, http://www.globalsecurity.org/military

/library/news/2004/11/mil-041115-dod01.htm.

282. “U.S. Military Says Al-Fallujah Occupied,” Radio Free

Europe/Radio Liberty, 14 November 2004,

http://www.globalsecurity.org/military/library/news/2004/11

/mil–041114–rferl01.htm.

283. Synovitz, “Iraq: U.S. Forces Continue ‘Clearing

Operations.’ ”

284. Jacobs intvw; Jent intvw; Deland intvw; McNulty intvw;

Bourgeois intvw; O’Donnell, We Were One, 177, 157–8.

285. Bourgeois intvw.

286. Ibid.

287. Ibid.

288. Gott and Lindsey, Eyewitness to War, vol. I, 105.

289. Ibid., 251.

290. Flanagan intvw; Stroud intvw.

291. Flanagan intvw.

292. Rafael Peralta Navy Cross Citation; Natonski comments.

293. Homiak intvw; Miyamasu intvw; Task Force Wolfpack

Aer Action brief; Centcom, “Iraqi Army Continues

Operations in Fallujah” press release, 16 November 2004,

http://www.globalsecurity.org/military/library/news/2004/11

/mil–041116–centcom01.htm; “Fighting Continues In AlFallujah, Flares In Ba'qubah,” Radio Free Europe/Radio

Liberty, 15 November 2004, http://www.rferl.org/content

/article/1055890.html.

294. Griffin intvw; Jent intvw; Deland intvw; Luis R.

Agostini, “Marines Assist Iraqis Recover Remains of Fallujah

Conflict,” Marine Corps News, 17 November 2004,

http://www.globalsecurity.org/military/library/news/2004/11

/mil–041119–usmc04.htm.

295. Gott and Lindsey, Eyewitness to War, vol. I, 105.

296. Ibid., 253.

297. Flanagan intvw.

298. Ibid.

299. Ibid.

300. Griffin intvw; Ballard, Fighting for Fallujah, 74; Luis R.

Agostini, “Marines Reopen Iraqi Supply Lanes Following

Fallujah Battle,” Marine Corps News, 16 November 2004,

http://www.globalsecurity.org/military/library/news/2004/11

/mil–041119–usmc03.htm

301. Gott and Lindsey, Eyewitness to War, vol. I, 105.

302. Ibid., 45.

303. Jent intvw; Jacobs intvw.

304. Ibid.

305. Jacobs intvw.

306. Ibid.

307. Ibid.

308. Jent intvw; Jacobs intvw; O’Donnell, We Were One, 169–

70; McCormack comments.

309. Stroud intvw; Gott and Lindsey, Eyewitness to War, vol. I,

105.

310. Bethea intvw.

311. Brandl intvw.

312. RCT-1 ComdC, November 2004; DeFrancisci

comments; Ballard, Fighting for Fallujah, 74; Ballard intvw;

John R. Ballard, “Lessons learned from Operation Al Fajr:

e Liberation of Fallujah” (paper presented at 10th Annual

Command and Control Research and Technology

Symposium, McLean, VA, 2005); Winslow, Eyewitness to

Operation Al Fajr.

313. Griffin intvw.

314. Jacobs intvw; Griffin intvw.

315. Griffin intvw.

316. Gott and Lindsey, Eyewitness to War, vol. I, 105.

317. Livingston, Fallujah, with Honor, 224.

318. Stroud intvw.

319. Task Force Wolfpack Aer Action brief.

320. O’Donnell, We Were One, 76–77.

321. Jacobs intvw.

322. Jent intvw.

323. Gott and Lindsey, Eyewitness to War, vol. I, 105;

Livingston, Fallujah, with Honor, 224–27.

80
324. Bethea comments.

325. Sattler intvw; DeFrancisci comments.

326. Natonski intvw.

327. Homiak, intvw; Miyamasu intvw; Natonski intvw; Gott

and Lindsey, Eyewitness to War, vol. I, 37; “Marine Unit

Continues Offensive Operations in Jabella,” Central

Command News, 23 November 2004,

http://www.globalsecurity.org/military/library/news/2004/11

/mil–041123–centcom02.htm.

328. Sattler intvw; Natonski intvw.

329. Anne Barnard, “Returning Fallujans Will Face

Clampdown,” Boston Globe, 5 December 2004; Scott

Peterson, “U.S. Smoothes Way in Fallujah for Muslim Relief

Agency,” Christian Science Monitor, 29 November 2004.

330. Sattler intvw; Ballard, Fighting for Fallujah, 77–80.

331. DeFrancisci comments.

332. Sattler and Wilson, “Operation Al Fajr”; Ballard, Fighting

for Fallujah, 81; Steven Komarow, “Fallujans Reluctant to Go

Home, Despite Aid,” USA Today, 6 January 2005;

Desgrosseilliers comments.

333. DeFrancisci comments; “Fallujah’s Critical Infrastructure

Assessed,” MNF–I News, 17 December 2004,

http://www.globalsecurity.org/military/library/news/2004/12

/mil–041217–mnfi–mnci02.htm.

334. Ballard intvw; Shupp intvw; Buhl intwv.

335. McNulty intvw; Maj Desgrossielliers Silver Star Citation

for Action 12–23 December 2004, Lowry, New Dawn, 311.

336. McNulty intvw.

337. Ibid.

338. Ibid.

339. Ibid.

340. Ibid.

341. Ibid.

342. Ibid.

343. Ibid.

344. Hejlik intvw; Shupp intvw; Ballard, Fighting for Fallujah,

82–83.

345. Sattler intvw; Natonski, intvw; Hejlik intvw; “Iraqis, U.S.

Forces Support Residents’ Return To Fallujah,” Centcom

News, 23 November 2004, http://www.globalsecurity.org

/military/library/news/2004/12/mil–041224–centcom01.htm;

DeFrancisci comments.

346. LCpl David Garcia intvw, 11 December 2004 (MCHC,

Quantico, VA); 1stLt Sarah Hope intvw, 31 January 2005

(MCHC, Quantico, VA); Maj Robert Belknap II intvw, 7

January 2005 (MCHC, Quantico, VA).

347. “Iraqis, U.S. Forces Support Residents’ Return To

Fallujah.”

348. Task Force Stryker and Task Force Bruno Aer Action

Report; Maj Desgrossiellier’s Silver Star Citation.

349. Shupp intvw.

350. Sattler and Wilson, “Operation Al Fajr”; Ballard, Fighting

for Fallujah, 89, 90–92; Scott Peterson, “Fallujans Welcome

Security, Await Electricity,” Christian Science Monitor, 8

February 2005, 1; DeFrancisci comments.

351. Malkasian, “Signaling Resolve: Democratization and the

First Battle of Fallujah,” 423–52.

352. ese numbers are drawn from Wright and Reese, On

Point II, 357, which largely utilize figures given to the authors

by General Natonski. Nevertheless, figures still vary across

different sources. West gives a number of 70 American killed

in action and 609 wounded. Ricks’s figures are 54 American

dead and 425 wounded, 8 Iraqi soldiers killed, and 43 Iraqi

soldiers wounded. e I Marine Expeditionary Force

Summary of Action gives lower numbers for insurgent

casualties, estimating that the Coalition took over 1,000

prisoners and killed a similar number. Estes only lists Marine

losses, and indicates they were 70 killed in action, 651

wounded. See West, No True Glory, 316; Ricks, Fiasco, 400; I

Marine Expeditionary Force Summary of Action in U.S.

Marines in Iraq, 2004–2008: Anthology and Annotated

Bibliography, 88; Estes, Into the Fray, 78.

81


The logotype reproduced on the back cover has as its major element the oldest military insignia in continuous use in the United States.

It first appeared, as shown here, on Marine Corps buttons adopted in 1804. With the stars changed to five points,

the device has continued on Marine Corps buttons to the present day.
About the Authors and Acknowledgments

is battle study is a portion of a larger manuscript dealing with events in Iraq in 2004–5. is version was published

to document events of that period for the benefit of Marine students, educators, and trainers. A more definitive account was provided by the History Division’s monograph U.S. Marines in Iraq, 2004–2005: Into the Fray by Lieutenant

Colonel (Ret) Kenneth W. Estes. Division director Dr. Charles P. Neimeyer and chief historian Charles D. Melson provided needed insights and sponsorship. Senior editors Kenneth H. Williams and Angela J. Anderson took charge of

the editing and design process. e project could not have been completed without the needed skills of historian Dr.

Nicholas Schlosser, editorial assistant Wanda J. Renfrow, manuscript editor Andrea Connell, and graphic design by

Vincent J. Martinez.

It was compiled and written by members of the History Division’s individual mobilization augmentees the field

historians. ese included Major Stephen J. Winslow who witnessed the Battle of Fallujah with Regimental Combat

Team 1 in 2004. Master Gunnery Sergeant Robert A. Yarnall assembled the records and completed a dra while on

duty from 2006 to 2008. Chief Warrant Officer-4 Timothy S. McWilliams, also a Fallujah participant and a coeditor

of the Marine Corps University Press two-volume Al-Anbar Awakening, completed the project in 2011. It was reviewed by selected participants including Lieutenant General Richard F. Natonski. It depended in large part on the

field interviews given by those who fought the battle.

History Division

United States Marine Corps

Quantico, VA

2014

PCN 10600009200

Marines of Charlie Company, Combat Service Support Battalion 1, lay concertina

wire along the banks of the Euphrates River in order to prevent the return of

insurgents to the city of Fallujah, al-Anbar Province, Iraq, on 20 November 2004.

Photo by LCpl Ryan B. Busse